Common use of Time of Determination Clause in Contracts

Time of Determination. (a) The Pre-Tax Income of ANIP shall be determined in accordance with GAAP promptly after filing of ANII's Annual Reports on Form 10-K for the fiscal years ending September 30, 2003 and 2004. Copies of the reports setting forth the computation of the Pre-Tax Income of ANIP shall be submitted in writing to Glenwood and, unless Glenwood notifies ANII within 10 business days after receipt of the report that it objects to the computation of Pre-Tax Income set forth therein, the reports shall be binding and conclusive for the purposes of this Agreement. Glenwood shall have reasonable access to the books and records of ANIP and to ANII's Accountant's workpapers (to the extent that ANII can facilitate such access) during regular business hours to verify the computation of Pre-Tax Income made by ANII. (b) If Glenwood notifies ANII in writing within 10 business days after receipt of ANII's report that it objects to the computation of Pre-Tax Income set forth therein, the amount of Pre-Tax Income shall be determined by negotiation between Glenwood and ANII. If Glenwood and ANII are unable to reach agreement within 30 business days after such notification, the determination of the amount of Pre-Tax Income for the period in question shall be submitted to a mutually agreeable third party firm of independent certified public accountants ("Special Accountants") for determination, whose determination shall be binding and conclusive on the parties. If the Special Accountants determine that the Pre-Tax Income has been understated by 10% or more, then ANII shall pay the Special Accountants' fees, costs and expenses. If Pre-Tax Income has not been understated or has been understated by less than 10%, then Glenwood shall pay the Special Accountants' fees, costs and expenses.

Time of Determination. (a) The Pre-Tax Income Distributable Cash before Reserves, the Distributions and the average annual amounts of ANIP each for the applicable preceding Fiscal Year(s) shall be determined in accordance with GAAP promptly after filing the close of ANIIeach Fiscal Year over the Term, but in any event within ninety (90) days following the close of each Fiscal Year, by Seller, after consultation with Sandhill's Annual Reports Accountants and the Management Committee of the Company (the "Earnout Computation"), and each Party shall reasonably cooperate with each other and with Sandhill's Accountants so that Seller can promptly prepare the Earnout Computation on Form 10-K for or before the fiscal years ending September 30, 2003 and 2004ninety (90) day period. Copies of the reports setting forth the computation of the Pre-Tax Income of ANIP Earnout Computation shall be submitted in writing to Glenwood Buyer and, unless Glenwood Buyer notifies ANII Seller within 10 business thirty (30) days after receipt of the report Earnout Computation that it objects to the computation of Pre-Tax Income Earnout Computation set forth therein, the reports Earnout Computation shall be binding and conclusive for the purposes of this Agreement. Glenwood Each Party shall have reasonable access to the books and records of ANIP the Company and to ANIISandhill's Accountant's Accountants' workpapers (to the extent that ANII can facilitate such access) during regular business hours to verify the computation of Pre-Tax Income made by ANIIEarnout Computation. (b) If Glenwood either Seller or Buyer notifies ANII the other in writing within 10 business thirty (30) days after receipt of ANII's report the Earnout Computation that it objects to the computation of Pre-Tax Income set forth thereinEarnout Computation, the amount of Pre-Tax Income Earnout Computation shall be determined by negotiation between Glenwood Seller and ANIIBuyer. If Glenwood Seller and ANII Buyer are unable to reach agreement within 30 business thirty (30) days after such notification, the determination of the amount of Pre-Tax Income for the period in question Earnout Computation shall be submitted to a mutually agreeable third party firm resolved in accordance with the dispute resolution procedures set forth in Section 7.11 and Schedule 7.11 of independent certified public accountants ("Special Accountants") for determinationthe PSA, whose determination which provisions are incorporated herein by reference; provided, however, the Parties shall be binding and conclusive on split equally the parties. If the Special Accountants determine that the Pre-Tax Income has been understated by 10% or more, then ANII shall pay the Special Accountants' fees, costs and expenses. If Pre-Tax Income has not been understated or has been understated by less than 10%, then Glenwood shall pay expenses of the Special Accountants' fees, costs and expensesarbitrator(s) pending the final award of such arbitrator(s) pursuant to Schedule 7.11.