Audit by County. Notwithstanding any provision in this Lease to the contrary, County or its representative(s) may perform audits of all or selected operations performed by Tenant under the terms of this Lease upon reasonable notice and during regular business hours. In order to facilitate the audit performed by County, Tenant agrees to make suitable arrangements with the Certified Public Accountant who is responsible for preparing the Annual Report on behalf of Tenant to make available to County’s representative(s) any and all working papers relevant to the report prepared by the Certified Public Accountant. County or its representative(s) shall make available to Tenant a copy of the audit prepared by or on behalf of County. Tenant shall have sixty (60) days from receipt of the audit report from County or its representative(s) to provide a written response to the Department regarding the audit report. Tenant agrees that failure of Tenant to submit a written response to the audit report in accordance with the requirements of this paragraph shall constitute acceptance of the audit report as issued. If, as a result of the audit, it is established that Tenant has understated Gross Revenues by five percent (5%) or more, the entire expense of the audit shall be borne by Tenant.]

Audit by County. Notwithstanding any provision in this Agreement to the contrary, County or its representative(s) may at any time perform audits of all or selected operations performed by Operator under the terms of this Agreement, provided that any request for documents or information will be made during normal business hours. In order to facilitate the audit performed by County, Operator agrees to make suitable arrangements with the Certified Public Accountant, who is responsible for preparing the audit report on behalf of Operator, to make available to County’s representative(s) any and all working papers relevant to the audit performed by the Certified Public Accountant. County or its representative(s) shall make available to Operator a copy of the audit report prepared by or on behalf of County. Operator shall have THIRTY (30)-calendar days from receipt of the audit report from County or its representative(s) to provide a written response to County regarding the audit report. Operator agrees that failure of Operator to submit a written response to the audit report in accordance with the requirements of this Section shall constitute acceptance of the audit report as issued.

Audit by County. County, or a certified vendor, shall have the right, at County’s expense, to conduct an audit of Alliance’s performance under this Agreement, subject to the following conditions A. Notice shall be given in writing to Alliance of County’s intent to conduct an audit. The notice shall state the purpose and scope of the audit; however, the audit shall at no time be broader than reasonably necessary to verify Alliance’s performance under this Agreement. In addition, County may expand its audit based upon an audit’s finding that a pattern of practice may have occurred. The format of the audit shall be submitted in writing and agreed to by both parties and County’s auditor will be provided with an operations walk-through, description and training on appropriate computer screens. Alliance shall provide, for audit sample selection purposes, an electronic listing of individual claim numbers (“Document Control Number”) and amount paid for each claim for the period covered by the audit. Any audit shall be conducted in accordance with, and subject to, the auditing standards of the American Institute of Certified Public Accountants. B. County shall have the right to select an auditor of its choice. County’s auditor must be bondable and show proof of such bond. C. The audit may be conducted in the presence of a representative appointed by Alliance and in accordance with written audit policy of Alliance, which shall be provided to the auditor. At the conclusion of the audit and prior to the drafting of the audit report, the auditor shall meet with such person or persons as Alliance may designate for an interview regarding the results of the audit. D. Any claim payment discrepancies discovered by County’s auditor during the course of the audit may be resolved on a single case basis and may not be extrapolated to other claims of County, unless otherwise agreed to by the Parties. Claim discrepancies may also be resolved by processes that are standard in the third party administrative services business. County’s auditor shall provide Alliance with a copy of the draft audit report upon its completion. Alliance shall have the right, at least two (2) weeks prior to the release of the audit report, to review the draft and to include in the final report its responses to issues raised by the report. County’s auditor shall agree to provide Alliance with a copy of the final audit report upon its delivery to County.

Audit by County. Notwithstanding any provision in this Agreement to the contrary, County or its representative(s) may at any time perform audits of all or selected operations performed by Contractor under the terms of this Agreement. In order to facilitate the audit performed by County, Contractor agrees to make suitable arrangements with the Certified Public Accountant, who is responsible for preparing the audit report on behalf of Contractor, to make available to County’s representative(s) any and all working papers relevant to the audit performed by the Certified Public Accountant. County or its representative(s) shall make available to Contractor a copy of the audit report prepared by or on behalf of County. Contractor shall have thirty (30) calendar days from receipt of the audit report from County or its representative(s) to provide a written response to County regarding the audit report. Contractor agrees that failure of Contractor to submit a written response to the audit report in accordance with the requirements of this Article shall constitute acceptance of the audit report as issued.

Related to Audit by County

Review by Counsel The parties acknowledge that each party and its counsel have reviewed and approved this Agreement, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.
Assistance by COUNTY STAFF 1.3.1. County shall assign an appropriate staff member to work with A-E in connection with the work of this Contract. Said staff member's duties will consist of the giving of advice and consultations, assisting A-E in negotiations with other public agencies and private parties, miscellaneous items which in the judgment of A-E or County's staff warrant attention, and all other duties as may be described in Attachment A. 1.3.2. All of the above activities, however, shall be the primary responsibility of A-E to schedule, initiate and carry through to completion.
REGULAR SERVICES BY COUNTY 23 1. COUNTY, through its Sheriff-Coroner and deputies, officers and employees, 24 hereinafter referred to as “SHERIFF”, shall render to CITY law enforcement 25 services as hereinafter provided. Such services shall include the 26 enforcement of lawful State statutes and lawful municipal ordinances of 27 CITY other than licensing ordinances.
Representation by Counsel Each Party hereby represents that it has had the opportunity to be represented by legal counsel of its choice in connection with the negotiation and execution of this Agreement.
Payment by Counterparty In the event that, following payment of the Premium, (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer an amount calculated under Section 6(e) of the Agreement, or (ii) Counterparty owes to Dealer, pursuant to Section 12.7 or Section 12.9 of the Equity Definitions, an amount calculated under Section 12.8 of the Equity Definitions, such amount shall be deemed to be zero.
Waivers by Guarantors Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Company or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, the Hedge Agreements or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.
Notice by Company The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10.
Waivers by Guarantor To the extent permitted by law, Guarantor hereby waives and agrees not to assert or take advantage of: (a) Any right to require Lender to proceed against Borrower or any Borrower Party or any other person or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy in Lender’s power or under any other agreement before proceeding against Guarantor hereunder; (b) Any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure of Lender to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (c) Demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices of any kind, or the lack of any thereof, including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of Borrower or any Borrower Party, Lender, any endorser or creditor of Borrower or any Borrower Party or of Guarantor or on the part of any other person whomsoever under this or any other instrument in connection with any obligation or evidence of indebtedness held by Lender; (d) Any defense based upon an election of remedies by Lender; (e) Any right or claim of right to cause a marshalling of the assets of Guarantor; (f) Any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Agreement; (g) Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about Borrower or the Borrower Parties or the Collateral or the Property, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of the financial condition of the Borrower, the Borrower Parties, of the condition of the Property and of any and all circumstances bearing on the risk that liability may be incurred by Guarantor hereunder; (h) Any lack of notice of disposition or of manner of disposition of any collateral for the Loan; (i) Any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents; (j) Any lack of commercial reasonableness in dealing with the collateral for the Loan; (k) Any deficiencies in the collateral for the Loan or any deficiency in the ability of Lender to collect or to obtain performance from any persons or entities now or hereafter liable for the payment and performance of any obligation hereby guaranteed or indemnified against; (1) An assertion or claim that the automatic stay provided by 11 U.S.C. §362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower or a Borrower Party) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of its rights, whether now or hereafter required, which Lender may have against Guarantor or the collateral for the Loan;
Payment by Guarantors Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.
ENHANCED AND SUPPLEMENTAL SERVICES BY COUNTY 8 1. Enhanced services for events on CITY property. At the request of CITY, 9 through its City Manager, SHERIFF may provide enhanced law enforcement 10 services for functions, such as community events, conducted on property 11 that is owned, leased or operated by CITY. SHERIFF shall determine 12 personnel and equipment needed for such enhanced services. To the 13 extent the services provided at such events are at a level greater than that 14 specified in Attachment A of this Agreement, CITY shall reimburse COUNTY 15 for such additional services, at an amount computed by SHERIFF, based on 16 the current year’s COUNTY law enforcement cost study. The cost of these 17 enhanced services shall be in addition to the Maximum Obligation of CITY 18 set forth in Subsection G-2 of this Agreement. SHERIFF shall xxxx CITY 19 immediately after each such event. 20 2. Supplemental services for occasional events operated by private

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