Reports and Payments Sample Clauses

Reports and Payments. All Returns (as defined below in clause (c) of this Section) required to be filed by or on behalf of the Borrower, the Guarantors, or any member of the Controlled Group (hereafter collectively called the “Tax Group”) have been duly filed on a timely basis or appropriate extensions have been obtained and such Returns are and will be true, complete and correct, except where the failure to so file would not be reasonably expected to cause a Material Adverse Change; and all Taxes shown to be payable on the Returns or on subsequent assessments with respect thereto will have been paid in full on a timely basis, and no other Taxes will be payable by the Tax Group with respect to items or periods covered by such Returns, except in each case to the extent of (i) reserves reflected in the Financial Statements and the Interim Financial Statements, or (ii) taxes that are being contested in good faith. The reserves for accrued Taxes reflected in the financial statements delivered to the Lenders under this Agreement are adequate in the aggregate for the payment of all unpaid Taxes, whether or not disputed, for the period ended as of the date thereof and for any period prior thereto, and for which the Tax Group may be liable in its own right, as withholding agent or as a transferee of the assets of, or successor to, any Person.

Reports and Payments. 6.1 COMPANY shall keep, and shall cause each of its AFFILIATES and SUBLICENSEES, if any, to keep full and accurate books of accounts containing all particulars that may be necessary for the purpose of calculating all royalties payable to GENERAL. Such books of account shall be kept at their principal place of business and, with all necessary supporting data shall, during all reasonable times for the three (3) years next following the end of the calendar year to which each shall pertain, be open for inspection at reasonable times by GENERAL or its designee at GENERAL's expense for the purpose of verifying royalty statements or compliance with this Agreement. 6.2 In each year the amount of royalty due shall be calculated semiannually as of the end of each ACCOUNTING PERIOD and shall be paid semiannually within the sixty (60) days next following such date, every such payment to be supported by the accounting prescribed in paragraph 6.3 and to be made in United States currency. Whenever conversion from any foreign currency shall be required, such conversion shall be at the rate of exchange thereafter published in the Wall Street Journal for the business day closest to the end of the applicable ACCOUNTING PERIOD. 6.3 With each semiannual payment, COMPANY shall deliver to GENERAL a full and accurate accounting to include at least the following information: (a) Quantity of each PRODUCT sold or leased (by country) by COMPANY, and its AFFILIATES or SUBLICENSEES; (b) Total ▇▇▇▇▇▇▇▇ for each PRODUCT (by country, unless such information is not provided to COMPANY by a SUBLICENSEE, in which case COMPANY shall list total ▇▇▇▇▇▇▇▇ in as much detail as is available to COMPANY); (c) Quantities of each PRODUCT used by COMPANY and its AFFILIATES or SUBLICENSEES; (d) Names and addresses of all SUBLICENSEES of COMPANY; and (e) Total royalties payable to GENERAL.

Reports and Payments. (a) Within sixty (60) days after the conclusion of each Royalty Period, Company shall deliver to University a report containing the following information: (i) the number of Licensed Products sold to independent third parties in each country and the number of Licensed Products used by Company, its Affiliates and Sublicensees in the provision of services in each country; (ii) the gross sales price for each Licensed Product by Company, its Affiliates and Sublicensees during the applicable Royalty Period in each country; (iii) calculation of Net Sales for the applicable Royalty Period in each country, including a listing of applicable deductions; (iv) total royalty payable on Net Sales in United States dollars, together with the exchange rates used for conversion; and (v) Sublicense Income due to University for the applicable Royalty Period from each Sublicensee. (b) Concurrent with this report, Company shall remit to University any payment due for the applicable Royalty Period. If no royalties are due to University for any Royalty Period, the report shall so state.

Reports and Payments. 6.1 Within 30 days from the end of each calendar quarter of each Annual Period of this Agreement, LICENSEE will submit to REGENTS a written report with respect to the preceding calendar quarter (“Payment Report”) stating: 6.1.1 Net Sales by LICENSEE and any Affiliate during such quarter; 6.1.2 In the case of transfers of Licensed Products or Licensed Services by LICENSEE to an Affiliate for sale, rental, or lease of such Licensed Product or Licensed Service by the Affiliate to third parties, Net Sales by LICENSEE to the Affiliate anti Net Sales by the Affiliate to third parties during such quarter; 6.1.3 Amounts accruing to, and received by, LICENSEE from Sublicensees during such quarter; 6.1.4 Sublicensee’s Net Sales duffing such quarter; and 6.1.5 A calculation under Article S of the amounts due to REGENTS, making reference to the application of each subsection thereof 6.2 Simultaneously with the submission of each Payment Report, LICENSEE will make payments to REGENTS of the amounts due for the calendar quarter covered by the Payment Report. Payment will be by check payable to “The Regents of the University of California” and delivered to the address shown in Article 20 (Notices). 6.3 The license maintenance fees minimum annual royalty will be paid to REGENTS on or before the applicable Anniversary Date, in accordance with Sections 5.1(a) and 5.2, respectively. 6.4 REGENTS and UNIVERSITY OF VIENNA each acknowledge and agree that (i) the payment and reporting obligations expressly set forth in this Agreement represent the total consideration payable by LICENSEE to LICENSORS under this Agreement, and (ii) REGENTS will receive all payments owed by LICENSEE under this Agreement on behalf of LICENSORS. REGENTS will he solely responsible for allocating payments from LICENSEE between REGENTS and UNIVERSITY OF VIENNA, and for enforcing LICENSEE’S reporting and payment obligations under this Article 6, pursuant to a separate agreement between them, and the payment by LICENSEE to REGENTS of an amount required to be paid under this Agreement shall satisfy all obligations of LICENSEE with respect to such payment. LICENSEE will maintain at its principal office usual books of account and records showing its actions under this Agreement. Upon reasonable notice, such books and records will be open to inspection and copying, during usual hours, by an independent accountant to whom LICENSEE has no reasonable objection, for [***] after the calendar quarter to which they p...

Reports and Payments a. Within [***] after the first business day of each calendar quarter of each License Year of this Agreement, Company shall submit to AzTE a written report with respect to the preceding calendar quarter (the “Payment Report”) stating: (i) Net Sales of Products by Company, Sublicensees and their Affiliates during such calendar quarter, together with detailed information sufficient to permit AzTE to verify the accuracy of reported Net Sales, including Product names, country where manufactured, country where sold, actual selling price, and units sold; (ii) Amounts accruing to, and amounts received by, Company from its Sublicensees during such calendar quarter together with the respective payment reports received by Company from any Sublicensees; and (iii) A calculation under Section 4 of the amounts due to AzTE, making reference to the applicable subsection thereof. b. Simultaneously with the submission of each Payment Report, Company shall make payments to AzTE of the amounts due for the calendar quarter covered by the Payment Report. Payment shall be by check payable to Arizona Technology Enterprises and sent to the following address: Arizona Technology Enterprises SkySong – Arizona State University ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Director of Finance or to such other address as AzTE may specify by notice hereunder, or, if requested by AzTE, by wire transfer of immediately available funds by Company to: Arizona Science and Technology Enterprises LLC ▇▇▇▇▇ Fargo ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ [***] [***] Other identifying info: include invoice #, contract # or to such other bank and account identified by notice to Company by AzTE. Company is required to send the Payment Report whether or not any payments are due. c. In the event that this Agreement terminates or expires, Company shall pay AzTE any and all amounts on Products manufactured on or before the date of such termination or expiration, together with a Payment Report for such payments in accordance with Section 5a hereof. Nothing in the foregoing shall be deemed to satisfy any of Company’s other obligations under this Agreement upon termination or expiration. d. Minimum royalty payments are payable within [***] of the applicable anniversary of the Effective Date in which the minimum royalty is due. e. With respect to revenues obtained by Company in foreign countries, Company shall make royalty payments to AzTE in the United States in United States D...

Reports and Payments. Within sixty (60) days after the conclusion of each Royalty Period, Company shall deliver to Medical School a report containing the following information: (a) the number of Licensed Products sold to independent third parties in each country; (b) the gross sales price for each Licensed Product sold by Company and its Affiliates during the applicable Royalty Period in each country; (c) calculation of Net Sales for the applicable Royalty Period in each country, including a listing of applicable deductions; (d) total royalty payable on Net Sales in U.S. dollars, together with the exchange rates used for conversion; and (e) the portion of royalty-based Sublicense Income due to Medical School for the applicable Royalty Period from each Sublicensee. All such reports shall be considered Company Confidential Information. If no royalties are due to Medical School for any Royalty Period, the report shall so state. Concurrent with this report, Company shall remit to Medical School any payment due for the applicable Royalty Period.

Reports and Payments. A. Employers shall be required to furnish to the respective Funds written reports, weekly, monthly, or at such other periods as may be designated by the respective Funds. Forms will be furnished employers for this purpose by the Funds and these report forms shall be completed by the employer listing all hours worked or paid for during the period involved irrespective of where such employee worked. The report shall list the name, hours worked or paid for, Social Security Number and Local Union Affiliation or other identification number as may be required by the Trust Funds. If no employees were employed in the period involved the report shall so state. B. To the fullest extent possible, reports and payments to the various Trust Funds and Administration Funds shall be unified. C. Reports and payments shall be made to the Trustees of the funds and shall be due and payable immediately on the completion of the established Trust Fund period. An employer shall be deemed delinquent if such reports and payments are not received within the specified time after the due date, and shall pay to the respective Trust Funds the sum of 10% of such contributions which are due for the added administrative costs of handling delinquent accounts. If any employer during any calendar year has become delinquent in mailing his/her reports and payments for more than a total of five (5) times, the delinquency charge for such delinquency shall be 20% of the contributions which are due to pay the additional administrative costs of handling such delinquent accounts. Upon authorization of the Trustees of the several Trust Funds the LMCC may waive or adjust the assessed liquidated damages listed above when, in its opinion, the circumstances which caused the delinquency justify such adjustment or waiver.

Reports and Payments. (a) Within sixty (60) days after the end of each quarterly period ending on March 31, June 30th, September 30th or December 31st, commencing with the quarterly period during which this Agreement becomes effective, GCAST shall furnish to LUCENT at the address specified in Section 5.05 a statement certified by a responsible official of GCAST or its SUBSIDIARIES showing: (i) all LICENSED PRODUCTS which were sold, leased or otherwise disposed of by GCAST or its SUBSIDIARIES; (ii) all sublicenses granted pursuant to Section 2.03 during such quarterly period; (iii) the FAIR MARKET VALUES of such LICENSED PRODUCTS and sublicenses; and (iv) the amount of royalty payable thereon without regard to any credit available pursuant to Section 3.01 and the net amount payable after application of such credit. If no LICENSED PRODUCT has been so sold, leased or otherwise disposed of, or no sublicense has been granted the statement shall show that fact LUCENT agrees to maintain the confidentiality of the reports provided to it under this Section 3.04(a). However, LUCENT will be entitled to share such reports with any mutually acceptable accredited auditors acting pursuant to Section 3.03(a). GCAST may add products and software to the list of LICENSED PRODUCT in Appendix B by providing written notice to LUCENT in GCAST's statement. Any such product or software will be deemed a LICENSED PRODUCT as of the quarterly period immediately preceding the date of the notice and royalty shall be payable in accordance with this Section 3.04. GCAST may delete products and software from the list of LICENSED PRODUCTS in Appendix B in accordance with Section 4.02(a). LUCENT may at any time make a written request to GCAST to add a product or software to the list of LICENSED PRODUCTS. If GCAST refuses LUCENT's request, GCAST may not thereafter add the requested product or software to the list of LICENSED PRODUCTS without prior written permission from LUCENT. (b) Within such sixty (60) days specified in Section 3.04(a) GCAST shall pay in United States dollars to LUCENT at the address specified in Section 5.05 the royalties payable in accordance with such statement. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such quarterly period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual ra...

Reports and Payments. (a) Within sixty (60) days after the end of each semiannual period ending on April 30th or October 31st, commencing with the semiannual period ending on October 31, 1994, the CORPORATION shall furnish to AT&T at the address specified in Section 4.03 a statement certified by a responsible official of the CORPORATION showing in a manner acceptable to AT&T: (i) all REPORTABLE PRODUCTS which were sold, leased or put into use during such semiannual period, (ii) the FAIR MARKET VALUES of such REPORTABLE PRODUCTS, (iii) the amount of royalty payable thereon without regard to the minimum payment amounts specified in Section 2.01(b), and (iv) all exclusions from royalty pursuant to Section 2.03. If no REPORTABLE PRODUCT has been so sold, leased or put into use, the statement shall show that fact. (b) Within such sixty (60) days the CORPORATION shall pay in United States dollars to AT&T at the address specified in Section 4.03 either (i) the royalties payable in accordance with such statement or (ii) one half of the minimum amount specified in Section 2.01(b) for the year of such semiannual period, whichever is greater provided, however, that the payment to be made for the second semiannual period of each such year may be adjusted such that the total payment for the year is no greater than the minimum amount for the year if the royalty payable for the year pursuant to Section 2.01(a) does not exceed such minimum amount. Any conversion to United States dollars shall be at the prevailing rate for bank cable transfers as quoted for the last day of such semiannual period by leading United States banks in New York City dealing in the foreign exchange market. (c) Overdue payments hereunder shall be subject to a late payment charge calculated at an annual rate of three percent (3%) over the prime rate or successive prime rates (as posted in New York City) during delinquency. If the amount of such charge exceeds the maximum permitted by law, such charge shall be reduced to such maximum.