Accounting Records and Audit Rights Sample Clauses

Accounting Records and Audit Rights. Distributor will keep full and complete records of all transactions relating to the Content. No more than once per year, and upon reasonable notice, the Client may, at its own expense, audit Distributor’s records in order to verify earnings statements rendered hereunder. Any such audit will be conducted by a certified public accountant and during Distributor’s normal business hours and Client shall provide the results of any such audit to Distributor for review, following which the Parties shall attempt to negotiate a resolution to any discrepancy in good faith. Any statement not the subject of an audit and subsequently questioned by Client by written notice to Distributor within two (2) years from the date of such statement will be deemed accurate, final, conclusive, and binding on the Parties and their respective heirs, successors, and assigns. Client’s right to examine Distributor’s records will be limited to only those books, records, and accounts applicable and relevant to this Agreement. The audit process as outlined herein constitutes Client’s sole, exclusive right with respect to challenging any earnings statement. If Client does not conduct an audit as set forth herein for a given earnings statement, Client waives any right to challenge any such statement in any fashion, including through an audit or court proceeding.
Sample 1
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Accounting Records and Audit Rights. Books of account in respect of the distribution of the Picture, and other rights referred to in Paragraph 2 relating to the production and distribution of the Picture (which books of account are hereinafter referred to as "Records"), shall be kept at Columbia's various offices (both in the United States and abroad) where generated or customarily kept, including the underlying receipts and vouchers in connection therewith for as long as such receipts and vouchers are customarily retained by such office (provided, however, that the foregoing obligation shall apply only to Columbia and not to any subdistributors of the Picture). Participant may, at its own expense, but not more than once annually, audit the applicable Records at the aforesaid office in order to verify earnings statements rendered hereunder. Any such audit shall be conducted only by a certified public accountant (subject to Columbia's reasonable approval) during reasonable business hours and in such manner as not to interfere with Columbia's normal business activities and shall not continue for more than thirty (30) consecutive days (Columbia approves of any of the so-called "Big-Five" accounting firms). Participant shall not have the right to examine or inquire into any matters or items which are embraced by or contained in any such statement after the expiration of eighteen (18) months from and after the date of mailing of such statement, and such statement shall be final and conclusive upon Participant upon the expiration of such eighteen (18) month period notwithstanding that the matters or items embraced by or contained therein may later be contained or referred to in a cumulative statement pertaining to more than one accounting period. Such cumulative statement shall not be subject to audit by Participant to the extent the material contained therein was first reflected on a statement submitted more than eighteen (18) months prior to the date of mailing of such cumulative statement. Participant shall be forever barred from maintaining or instituting any action or proceeding based upon, or in any way relating to, any transactions had by Columbia, or its licensees, in connection with the Picture which are embraced by or reflected on any statement rendered hereunder, or the accuracy of any item appearing therein, unless written objection thereto shall have been delivered by Participant to Columbia within eighteen (18) months after the date of mailing of the statement on which such transactio...
Sample 1
Accounting Records and Audit Rights. FilmCo shall exercise its audit rights under Section 7.7 of the Distribution Agreement.
Sample 1
Accounting Records and Audit Rights 
Sample 1

Related to Accounting Records and Audit Rights

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

  • Records and Audits RBNC will keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Net Sales generated in the then current Calendar Year and payments required under this Agreement, and during the preceding [***] Calendar Years. AMGEN will have the right, [***] at its own expense, to have a nationally recognized, independent, certified public accounting firm, selected by it and subject to RBNC’s prior written consent (which shall not be unreasonably withheld), review any such records of RBNC and its Affiliates and Sublicensees (the “Audited Party”) in the location(s) where such records are maintained by the Audited Party upon reasonable written notice (which shall be no less than [***] days’ prior written notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 3.2 (Royalties) within the [***] month period preceding the date of the request for review. No Calendar Year will be subject to audit under this Section 3.9 more than once. RBNC will receive a copy of each such report concurrently with receipt by AMGEN. Should such inspection lead to the discovery of a discrepancy to AMGEN’s detriment, RBNC will, within [***] days after receipt of such report from the accounting firm, pay any undisputed amount of the discrepancy together with interest at the rate set forth in Section 3.8 (Late Payments). AMGEN will pay the full cost of the review unless the underpayment of amounts due to AMGEN is [***] of the amount due for the entire period being examined, in which case RBNC will pay the cost charged by such accounting firm for such review. Should the audit lead to the discovery of a discrepancy to RBNC’s detriment, RBNC may credit the amount of the discrepancy, without interest, against future payments payable to AMGEN under this Agreement, and if there are no such payments payable, then AMGEN shall pay to RBNC the amount of the discrepancy, without interest, within [***] days of AMGEN’s receipt of the report.

  • Records and Audit A. Concessionaire shall maintain complete, accurate, and detailed accounting records of all transactions pertaining to the Concession Operation covered by this Agreement that will enable Concessionaire to prepare financial statements in accordance with generally accepted accounting principles. Concessionaire shall make such records available to any authorized representative of Department upon request, as often as it is deemed necessary by Department, to determine the effectiveness of the financial management system and internal procedures that have been established by Concessionaire, and to ensure compliance with the terms and conditions of this Agreement and that the financial statements and reports present fairly the results of Concessionaire's operations pursuant to this Agreement. Failure to do so shall be a material breach of this Agreement. Said records shall be maintained and made available to Department and the State of New Jersey for a period of seven (7) years after the termination or expiration of this Agreement.

  • Inspection and Audit Rights The Master Servicer agrees that, on reasonable prior notice, it will permit and will cause each Subservicer to permit any representative of the Depositor or the Trustee during the Master Servicer's normal business hours, to examine all the books of account, records, reports and other papers of the Master Servicer relating to the Mortgage Loans, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants selected by the Depositor or the Trustee and to discuss its affairs, finances and accounts relating to the Mortgage Loans with its officers, employees and independent public accountants (and by this provision the Master Servicer hereby authorizes said accountants to discuss with such representative such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested. Any out-of-pocket expense incident to the exercise by the Depositor or the Trustee of any right under this Section 10.09 shall be borne by the party requesting such inspection; all other such expenses shall be borne by the Master Servicer or the related Subservicer.

  • Inspection of Books and Records Contractor will permit County, or any duly authorized agent of County, to inspect and examine the books and records of Contractor for the purpose of verifying the amount of work performed under the Scope of Services. County’s right to inspect survives the termination of this Agreement for a period of four years.

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