General Audit. Customer shall prepare and maintain, in accordance with sound, generally accepted accounting practices, complete and accurate books of account and records (specifically including, without limitation, the originals or copies of documents supporting entries in the books of account) covering all transactions arising out of or relating to this Agreement. Syncfusion, and at its discretion its duly authorized independent certified public accountant, shall have the right, no more than twice per calendar year, during regular business hours, during the period of time that Customer possesses any copy of the Licensed Product, and for two (2) years thereafter, to audit said books of account and records and examine all other documents and materials in the possession or under the control of Customer with respect to the subject matter and the terms of this Agreement. All such books of account, records, and documents shall be kept available by customer for at least two (2) years after the last copy of the Licensed Product has been deleted or destroyed and certification of the same has been provided to Syncfusion. If the result of any audit of Customer’s books and records demonstrates that Customer’s payments were less than the amount which should have been paid, Customer shall make payment of any discrepancy revealed by said audit within fifteen (15) days after Syncfusion’s demand therefore and, if the discrepancy is in amount equal to three percent (3%) or more of the payments made with respect to payments due hereunder, Customer shall reimburse Syncfusion for the cost of such audit.
General Audit. Upon [***] days prior written notice to Hospira, Theravance shall have the right to have representatives visit the Facility during normal business hours to review Hospira’s manufacturing operations relating to the Product and assess its compliance with cGMP and quality assurance standards and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Theravance with copies of Hospira’s manufacturing records (including the Master Batch Record) and other relevant documentation relating to the Products for the purposes of assuring Product quality and compliance with agreed-upon manufacturing procedures. Such general audits shall: (i) be limited to not more than [***] auditors designated by or representing Theravance; (ii) last for not more than [***]; and (iii) may be conducted not more than [***] per calendar year.
General Audit. (a) Upon Notice from JPMC, Visa shall provide JPMC's auditors (internal and external to JPMC) and inspectors or any Regulator with annual and/or quarterly audited financial statements and its annual SAS 70 Type II Report. Material exceptions on the SAS 70 Type II Report are reported to the Visa USA Board of Directors Audit Committee. Visa Corporate Risk routinely addresses and clears all exception items noted in the SAS 70 Type II Report. JPMC may provide additional suggestions or recommendations based on the SAS 70 Type II Report, and Visa will consider them.
General Audit. Only on annual basis, Ford, upon notifying Vastera of the estimated scope and duration of the audit will have the right upon at least five (5) business days' prior notice and during normal business hours to send its authorized representatives to examine all pertinent documents and materials in the possession or under the control of Vastera relating to any of Vastera's obligations under this Agreement or any payments requested by Vastera pursuant to this Agreement. Except as provided in Section 12.4 below, Ford will not have access to any information relating to Vastera's other customers if the release of such information to Ford would violate any confidentiality agreement with such customers. Vastera will assist Ford's employees, agents, subcontractors, examiners or auditors as may be reasonably required in testing Ford's data files and programs created by Vastera in the course of performing its obligations under this Agreement, including, without limitation, installing and running audit software. If requested by Ford's external auditors or required by law (e.g., governmental agency reporting purposes), Vastera will assist Ford in responding to those requests and requirements, including copying.
General Audit. Upon sixty (60) days prior written notice to Hospira, Orchid shall have the right to have representatives (including representatives from its customers) visit Hospira’s API manufacturing facilities at Aurangabad during normal business hours to review Hospira’s manufacturing operations relating to the Products and assess its compliance with cGMP and quality assurance standards and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Orchid with copies of Hospira’s manufacturing records relating to the Products for the purposes of assuring product quality and compliance with agreed-upon manufacturing procedures. Such general audits: (a) shall be limited to not more than two (2) auditors designated by or representing Orchid; (b) shall last for not more than two (2) days; and (c) may be conducted not more than one (1) time per calendar year.
General Audit. [*], Xxxxxxx shall have the right to have representatives visit the Facility during normal business hours to review Pfizer’s manufacturing operations relating to the Product and assess its compliance with cGMP and quality assurance standards and to discuss any related issues with Pfizer’s manufacturing and management personnel. Pfizer shall provide Xxxxxxx with copies of Pfizer’s manufacturing records (including the Master Batch Record) and other relevant documentation relating to the Products for the purposes of assuring Product quality and compliance with agreed-upon manufacturing procedures. Such general audits shall (i) be limited to not more than [*] auditors [*] designated by or representing Xxxxxxx, (ii) last for not more than [*] days, and (iii) may be conducted not more than [*] per calendar year.
General Audit. Upon no less than [*] days prior written notice to Hospira, Cempra shall have the right to have representatives or designees (which may include representatives of Cempra’s Affiliates, or Cempra’s or its Affiliates’ licensees or sublicensees) visit the Facility during normal business hours to review Hospira’s manufacturing and development operations, documents, and records relating to the Product and assess its compliance with cGMP, Applicable Laws, the Product Specifications, and quality assurance standards and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Cempra and any such designees with copies of Hospira’s manufacturing records (including the Master Batch Record) and any other relevant documentation relating to the Products or the development or manufacture thereof under this Agreement for the purposes of assuring Product quality and compliance with this Agreement and/or agreed-upon manufacturing procedures. Such general audits shall (i) be limited to [*], (ii) last for no more than [*] days, and (iii) may be conducted not more than [*]. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.
General Audit. Upon [**] days prior written notice to Hospira, Durata shall have the right to have representatives visit the Facility during normal business hours to review Hospira’s manufacturing operations relating to the Product and assess its compliance with Applicable Laws, cGMP, the Product Specifications, this Agreement and the Quality Agreement and to discuss any related issues with Hospira’s manufacturing and management personnel. Hospira shall provide Durata with copies of all Product Data and other relevant documentation for the purposes of assuring Product quality and compliance with agreed-upon manufacturing procedures. Such general audits shall: (i) be limited to not more than [**] auditors designated by or representing Durata; (ii) last for not more than [**] days; and (iii) except as provided in clause (b) below, may be conducted not more than [**] per calendar year.
General Audit. ALLTEL agrees to keep such books and records (which books and records shall be maintained on a consistent basis and substantially in accordance with generally accepted accounting principles) and shall readily disclose Pass Through Expenses or hours related to Services performed on a time and materials basis billed or due under this Agreement and shall make them available for examination and audit by Client and its agents. When requested by Client, ALLTEL shall provide Client's personnel or agents with access during normal working hours (with reasonable notice and subject to ALLTEL's security and confidentiality processes and procedures) to ALLTEL's records necessary to effectuate Client's audit.
General Audit. (a) In order for USAA FSB to perform audits and inspections to verify the compliance of Supplier with this Agreement, Supplier will provide reasonable access during its regular business hours to the facilities and records set forth in this Article 13, to USAA FSB and its Affiliates and their respective auditors, consultants and other Representatives as USAA FSB may from time to time designate in writing, who have agreed to be bound by confidentiality provisions at least as restrictive as those in this Agreement. The purpose of such access shall be limited to verifying the compliance of Supplier with this Agreement. In addition to any other audit rights provided, USAA FSB may from time to time conduct a discretionary audit on reasonable advance notice (to the extent permitted by Applicable Law or any applicable Regulator) to Supplier if (i) Supplier’s Services, premises or facilities reflect significant compliance, quality or security concerns or (ii) USAA FSB reasonably suspects a material non-compliance with Applicable Law.
