AUDIT BY LICENSOR Sample Clauses

AUDIT BY LICENSOR. At all times during the existence of this Agreement and for twelve (12) months after the last report is rendered hereunder, Licensor, if it so chooses, may cause its independent accountants to audit all books and records of Licensee pertaining Trademarked Product. Licensor shall have the further right to engage an independent certified public accounting firm, to audit the books and records of Licensee with regards to the Royalties due hereunder. In the event any such audit shall disclose that the Licensee has understated NIV Sales or underpaid Royalties for any reporting period, Licensee shall forthwith and upon written demand of Licensor, pay the amount, if any, by which the Royalties owing exceed Royalties paid, plus interest of twelve percent (12%) per annum on such delinquent amounts, accruing from the date on which such amounts became delinquent to the date on which such delinquent amounts were paid. In the event that Licensee has understated NIV Sales and consequently has underpaid Royalties in excess of One Thousand dollars ($1,000) of amount due for any Contract Term, Licensee shall forthwith and upon written demand also pay all costs, fees and expenses incurred by Licensor in conducting such audit, including, without limitation, reasonable travel expenses. Should such audit disclose that the Royalties paid exceed the Royalties due, any excess revealed by such audit will be remitted to Licensee.
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AUDIT BY LICENSOR. LICENSOR, upon giving to LICENSEE at least fifteen (15) days advance written notice or its intention so to do, shall have the right to audit all books and records which LICENSEE is required to maintain pursuant to Paragraph 8 above, such audit shall not cover any period in excess of three (3) years prior to the date of the audit, and in the event any such audit shall disclose LICENSEE has understated Net Shipments or underpaid royalties for any reporting period, LICENSEE shall forthwith and upon written demand pay to LICENSOR the amount, if any, by which the actual royalties exceed royalties paid, In the event that LICENSEE has understated Net Shipments or under paid royalties in excess of five percent (5%) of said Net Shipments, LICENSEE shall forthwith and upon written demand also pay to LICENSOR all costs, fees and expenses incurred by LICENSOR in conducting such audit. Should such audit disclose that the royalties paid exceed the actual royalties, LICENSEE shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement.
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AUDIT BY LICENSOR. If Licensor so chooses, it may (at its expense, except as provided below) cause its independent accountants to audit or review, upon reasonable prior notice to Licensee, all books and records of Licensee pertaining Trademarked Product. Licensor shall deliver to Licensee not later than sixty (60) days from Licensor's receipt of the applicable Report a statement describing its objections (if any) to Licensee's determination of the Royalties for the applicable period. Each of Licensor and Licensee shall use reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after Licensor has submitted its objections, any remaining disputes will be resolved by an accounting firm mutually agreeable to Licensor and Licensee (the fees and expenses of such firm to be paid by Licensor, except as provided below). If Licensor and Licensee are unable to mutually agree on such an accounting firm, a "big-six" accounting firm shall be selected by lot after eliminating one firm designated as objectionable by each of Licensor and Licensee. The determination of any accounting firm so selected shall be conclusive and binding upon the parties. In the event any such audit or review as finally determined pursuant to this Article 12 shall disclose that Licensee has underpaid Royalties for any reporting period, Licensee shall forthwith upon written demand of Licensor pay the amount, if any, by which the Royalties owing exceed Royalties paid, plus interest of ten percent (10%) per annum on such amounts, accruing from the date on which such amounts were due to the date on which sum amounts are paid. Should such audit disclose that the Royalties paid exceeded -7- 8 the Royalties due, any excess amount revealed by such audit will be remitted to Licensee. If Licensor causes its own independent accountants to review the Reports described herein and the effect of such review as finally determined pursuant to this Article 12 is that the amount of the Royalties for the applicable period is understated by two percent (2%) or more, then Licensee shall pay the reasonable costs of Licensor's independent accountant and the reasonable costs of any mutually selected accountant or other accountant selected pursuant to this Article 12.
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AUDIT BY LICENSOR. LIC XXXXX, upon giving to LICENSEE at least ----------------- ten (10) days advance written notice of its intention to do so, shall have the right to audit all books and-records which LICENSEE is required to maintain pursuant to Paragraph 7-hereof, and in the event any such audit shall disclose the LICENSEE has understated Net Sales (or first cost) or underpaid royalties for any reporting period, LICENSEE shall forthwith and upon written demand pay to LICENSOR the amount by which the royalties due exceed royalties paid, together with interest thereon, at the then current Prime rate plus two and one-half percent (2.5%) per annum calculated from the due date of such royalties. In the event that LICENSEE has understated Net Sales (or first cost) or underpaid royalties in excess of five percent (5%) of said Net Sales (or first cost) for any payment period, LICENSEE shall forth with and upon written demand, also pay to LICENSOR all costs, fees and expenses incurred by LICENSOR in conducting such audit, and LICENSOR shall have the right to terminate this Agreement, immediately. Should such audit disclose that the royalties paid exceed the royalties due, LICENSEE shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement.
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AUDIT BY LICENSOR. Licensor shall have the right upon 30 days written notice to audit Fox's books and records with regard to Home Video Distribution of the Picture and/or accounting to Licensor hereunder 1 time per calendar year during the License Period ("Audit"). Each such Audit shall be subject to the following.
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AUDIT BY LICENSOR. Should an audit, pursuant to Paragraph 6, disclose that Licensee has understated sales or underpaid royalties to Licensor, Licensee shall upon written demand pay to Licensor the amount by which the actual royalties owing exceed royalties paid. If Licensee has understated either gross or net sales or royalties by an amount in excess of five percent (5%) of actual sales or the amount due for any Contract Year, Licensee shall forthwith and upon written demand also pay to Licensor all expenses incurred by Licensor in conducting such audit. Should such audit disclose that the royalties paid exceed the actual royalties due, Licensee shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement, except that when such audit is conducted at the expiration of the Agreement, any excess royalties paid will be remitted by check to the Licensee within thirty (30) days.
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AUDIT BY LICENSOR. Licensor shall have the right to audit Licensee's records during normal business hours on ten (10) days' advance written notice. Should an accurate audit by Licensor disclose that Licensee has understated sales or underpaid royalties to Licensor, Licensee shall upon written demand pay to Licensor the amount by which the actual royalties owing exceed royalties paid. If Licensee has understated either gross or net sales or royalties by an amount in excess of five percent (5%) of actual sales or the amount due for any Contract Year, Licensee shall forthwith and upon written demand also pay to Licensor all expenses incurred by Licensor in conducting such audit. Should such audit disclose that the royalties paid exceed the actual royalties due, Licensee shall be entitled to a credit equal to such excess royalties against the royalties next accruing under this Agreement, except that when such audit is conducted at the expiration of the Agreement, any excess royalties paid will be remitted by check to the Licensee within thirty (30) days of the date of such audit.
Sample 1
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Related to AUDIT BY LICENSOR

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

  • Restricted Use by Licensee Except as expressly authorized by the terms of license, Licensee shall not: (i) Copy the Product; (ii) Cause or permit reverse compilation or reverse assembly of all or any portion of the Product; (iii) Export the Licensed Software in violation of any U.S. Department of Commerce export administration regulations.

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2.

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • Termination by Licensor Without Notice Licensee shall be deemed to be in default under this Agreement, and all rights granted herein shall automatically terminate without notice to Licensee, if Licensee becomes insolvent or makes a general assignment for the benefit of creditors; or if a petition in bankruptcy is filed by Licensee or against Licensee and not opposed by Licensee within sixty (60) days of such filing; or if Licensee is adjudicated as bankrupt or insolvent; or if a bill xx equity or other proceeding for the appointment of a receiver of Licensee or other custodian for Licensee's business or assets if filed and consented to by Licensee; or if a receiver or other permanent or temporary custodian of Licensee's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or if proceedings for a composition with creditors under any state or federal law should be instituted by or against Licensee; or if a material final judgment remains unsatisfied or of record for thirty (30) days or longer (unless supersedeas bond is filed); or if Licensee is dissolved; or if a suit to foreclose any lien or mortgage against real or personal property used in the operation of Licensee's business, the loss of which would have a material adverse effect on Licensee, is instituted against Licensee and not dismissed within thirty (30) days; or if execution is levied against Licensee's business or property, the loss of which would have a material adverse effect on Licensee; or if real or personal property of Licensee used in its business, the loss of which would have a material adverse effect on Licensee, shall be sold after levy thereupon by any sheriff, marshal, or constable; or if Licensee at any time ceases to operate or otherwise abandons its business or otherwise forfeits the right to do or transact business in any market(s) in the Territory; or if Licensee loses any government license required to engage in the Business or otherwise forfeits the right to do or transact business in one or more market(s), in which event Licensee's rights under this Agreement shall automatically terminate.

  • Breach by Licensee a. The licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder. b. If Licensee engages in the commercial exploitation and/or sale of the Beat or New Song outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Beat and/or New Song. c. Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.

  • Termination by Licensee Licensee, at its option, may terminate the Agreement by providing Licensor written notice of intent to terminate, which such termination effective will be ninety (90) days following receipt of such notice by Licensor.

  • Audit, Inspection and Visitation The Adviser shall make available to the Trust during regular business hours all records and other data created and maintained pursuant to the foregoing provisions of this Agreement for reasonable audit and inspection by the Trust or any regulatory agency having authority over the Trust.

  • AUDIT OF LICENSED PRODUCT USAGE Contractor shall have the right to periodically audit, no more than annually, at Contractor’s expense, use of licensed Product at any site where a copy of the Product resides provided that: (i) Contractor gives Licensee(s) at least thirty (30) days advance written notice, (ii) such audit is conducted during such party’s normal business hours, (iii) the audit is conducted by an independent auditor chosen on mutual agreement of the parties. Contractor shall recommend a minimum of three (3) auditing/accounting firms from which the Licensee will select one (1). In no case shall the Business Software Alliance (BSA), Software Publishers Association (SPA), Software and Industry Information Association (SIIA) or Federation Against Software Theft (FAST) be used directly or indirectly to conduct audits, or be recommended by Contractor; (iv) Contractor and Licensee are each entitled to designate a representative who shall be entitled to participate, and who shall mutually agree on audit format, and simultaneously review all information obtained by the audit. Such representatives also shall be entitled to copies of all reports, data or information obtained from the audit; and (v) if the audit shows that such party is not in compliance, Licensee shall be required to purchase additional licenses or capacities necessary to bring it into compliance and shall pay for the unlicensed capacity at the NYS Net Price in effect at time of audit, or if none, then at the Contractor’s U.S. Commercial list price. Once such additional licenses or capacities are purchased, Licensee shall be deemed to have been in compliance retroactively, and Licensee shall have no further liability of any kind for the unauthorized use of the software.

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