Audit of Books and Records. CONSULTANT and subconsultants shall maintain and make available to ALAMEDA CTC, its authorized agents including but not limited to representatives of the regional, state and federal governments, and their respective officers and employees, for inspection and audit, all work products, materials, data and records for examination, any and all ledgers and books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or related to the expenditures and disbursements charged to ALAMEDA CTC, and shall furnish to ALAMEDA CTC, its agents, and employees, such other evidence or information as ALAMEDA CTC may require with respect to any such expense or disbursement charged by the CONSULTANT. CONSULTANT and any subconsultants hereunder shall establish and maintain an accounting system and records that properly accumulate and segregate incurred contract costs by task and subtask. The accounting system of the CONSULTANT and all subconsultants hereunder shall conform to Generally Accepted Accounting Principles (GAAP), enable determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. The records described in this Section shall be retained by the CONSULTANT and subconsultants and made available for inspection by ALAMEDA CTC during the AGREEMENT period and for a period of three (3) years after this AGREEMENT is terminated, four (4) years after the fiscal year of the last expenditure, or until completion of any litigation, claim or audit, whichever is longest. ALAMEDA CTC may, in its sole discretion, conduct a periodic audit, not more frequently than once every twelve (12) months, of the project costs under this AGREEMENT in accordance with generally accepted accounting practices, as set forth in Article I, Section A, Paragraph 4(f) of this AGREEMENT. This Paragraph 9 is applicable to all subconsultants hereunder.
Audit of Books and Records. 12.1 The Underwriting Manager shall be entitled to audit the Producer in connection with its obligations under this Agreement provided reasonable notice is given to the Producer.
12.2 The Producer will co-operate fully with any such audit supplying such documentation and information which the Underwriting Manager deems reasonable. Any reasonable request by the Underwriting Manager for copies of such documentation, information, records and data relating to the Producer’s duties, obligations and compliance with this Agreement shall be made available in a timely manner.
Audit of Books and Records. The Franchisee shall permit the Franchisor to inspect and audit the books and records of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store at any reasonable time, at the Franchisor’s expense. If any audit discloses a deficiency in amounts for payments owed to the Franchisor pursuant to this Agreement, then such amounts shall become immediately payable to the Franchisor by the Franchisee, with interest from the date such payments were due at the lesser of 11/2% per month or the maximum rate allowed by law. In addition, if it is found by such audit that the Gross Retail Sales of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store have been understated by five percent (5%) or more during the period audited, the Franchisee shall pay all reasonable costs and expenses the Franchisor incurred in connection with such audit.
Audit of Books and Records. Company shall maintain all books and records necessary to account for all transactions involving fees which may be payable hereunder. Consultant and Consultant's professional advisors may audit, review or examine such books and records at any time during business hours upon twenty- four (24) hours' prior notice but not more than once each calendar quarter. If as a result of such review, Consultant determines that Company received funds for which Consultant was not properly compensated, then Company (i) shall be responsible for fully reimbursing Consultant for the cost of such review, audit or examination and (ii) shall pay any amount determined to be payable to Consultant within three (3) days of receipt of written notice from Consultant plus interest at the rate of ten percent (10%) per annum from the date on which payment should have been made to Consultant.
Audit of Books and Records. Landlord shall maintain books and -------------------------- records with respect to Operating Costs and Taxes in accordance with sound accounting and management practices. Tenant shall have the right to examine such books and records showing the Operating Costs and Taxes upon reasonable prior notice to Landlord and during normal business hours within sixty (60) days following the delivery of the Operating Costs Statement and the Tax Statement described in Section 3.2(e) above. Unless Tenant takes written exception to any item of Operating Costs or Taxes and specifies to Landlord in detail the reasons for such exception as to a particular item within sixty (60) days after the delivery of the Operating Costs Statement and the Tax Statement, the Operating Costs Statement and the Tax Statement shall be considered as final and accepted by Tenant. Notwithstanding any exception made by Tenant, Tenant shall pay to Landlord the full amount of the Operating Costs Adjustment and the Tax Adjustment, subject to readjustment at such time as any such exception may be resolved. If Tenant takes exception to the Operating Costs Adjustment and/or the Tax Adjustment and so notifies Landlord in writing prior to the expiration of said sixty (60) day period, then Landlord will seek certification from Landlord's independent certified public accountant or consultant as to the proper amount of the Operating Costs Adjustment and/or the Tax Adjustment. In such event, the certification obtained by Landlord shall be considered final and binding on both Landlord and Tenant and Tenant shall reimburse Landlord immediately upon demand for the cost of obtaining such certification, unless the certification reveals that the Operating Costs Adjustment and/or the Tax Adjustment were overstated by at least five percent (5%), in which event the cost of obtaining such certification shall be borne by Landlord.
Audit of Books and Records. Closing of the Transactions shall be subject to the completion and delivery to Purchasers of an audit (the “Audit”) of the financial statements of NBS, ISG and the Business, to the extent required by and under the applicable rules and regulations of the SEC (the “Audited Financial Statements”), by an audit firm acceptable to Purchasers and their professional advisors, in their sole discretion. Sellers shall use their best efforts to reasonably cooperate with its audit firm and Purchasers in the conduct of the Audit. The Parties agree to use their best efforts to cause the Audit to be completed on or before June 30, 2012 (as may be further extended by mutual consent of the Parties, the “Audit Due Date”). Purchasers may terminate this Agreement within ten (10) business days following receipt of the Audited Financial Statements in the event that (a) the Audited Financial Statements are determined by Fusion’s auditors not to be in compliance with GAAP and/or the rules and regulations of the SEC applicable to Fusion, (b) the filing of such Audited Financial Statements with the SEC could cause Fusion to be out of compliance with its obligations under Federal securities laws and/or (c) the financial condition and results of operations reported in the Audited Financial Statements are materially and adversely different from the financial condition or results of operations reported in the Unaudited Financial Statements. The Parties’ obligations to pay the fees and expenses of the Audit are set forth in Section 10.2 below.
Audit of Books and Records. The Franchisee shall permit the Franchisor to inspect and audit the books and records of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store at any reasonable time, at the Franchisor's expense. If any audit discloses a deficiency in amounts for payments owed to the Franchisor pursuant to this Agreement, then such amounts shall become immediately payable to the Franchisor by the Franchisee, with interest from the date such payments were due at the lesser of 1 1/2% per month or the maximum rate allowed by law. In addition, if it is found by such audit that the Gross Retail Sales of the ROCKY MOUNTAIN CHOCOLATE FACTORY Store have been understated by five percent (5%) or more during the period audited, the Franchisee shall pay all reasonable costs and expenses the Franchisor incurred in connection with such audit.
Audit of Books and Records. (a) During the term of this Agreement and for a period of 9 months thereafter, Arcelor and the Manufacturers shall permit an independent accountant selected by Noble who has entered into a confidentiality agreement reasonably acceptable to Arcelor to have reasonable access, during normal business hours and upon reasonable advance notice, to the books and records of Arcelor and the Manufacturers, to the extent such access is reasonably required to verify the accuracy of the amounts charged by Arcelor or the Manufacturers pursuant to this Agreement. Audits pursuant to this Section 2.10 may be requested no more frequently than once per calendar year.
(b) If an audit pursuant to Section 2.10(a) reveals an overcharge, and Arcelor or the Manufacturers do not successfully justify any charge questioned by such audit, Arcelor or the Manufacturers shall promptly pay to Noble or the Purchasers the amount of such overcharge, together with interest from the date of receipt of such overcharge to the date of payment at a rate per annum equal to LIBOR, plus 100 basis points. (For purposes of this Agreement, “LIBOR” means, at the time in question, the rate per annum appearing on Xxxxxx’x Online Money Rates (xxxx://xxxxxx.xxxxxxx.xxx/public/page/mlab_money_rates.html) (or any successor Internet site) as the latest LIBOR Interbank Rate in U.S. dollars for a six-month term.) In addition, if any such audit reveals an overcharge of more than 10% of the audited invoices in the aggregate for the audited period, Arcelor or the Manufacturers shall promptly reimburse Noble or the Purchasers for the actual out-of-pocket cost of such audit (including auditor’s fees).
Audit of Books and Records. A. Contractors agree to submit all business records, books and reports pertaining to the payment of wages and fringes including Federal and State payroll tax returns and reports to the Joint Conference Board, or the Trustees of any Trust or their designated auditors or representatives at their place of business within the geographical jurisdiction of this agreement, within twenty-four (24) hours of demand made by the Joint Conference Board or Trustees discretion. The auditor or representative will take his report back to the Joint Conference Board or Trustees for their decision. If the contractor is delinquent, he shall, in addition to paying the delinquency, stand the expense of auditing, except if the delinquency is of a minor nature, in which case the payment shall be at the Trustees. If found not to be delinquent, the expense of the audit shall be borne by the Trusts so demanding the audit.
B. The Employer expressly waives the provisions of Sections 19282 and 19283 of the California Revenue and Taxation Code Sections and 1094 and 2111 of the California Un- employment Insurance Code and Sections 6103, and 7213 of the Internal Revenue Code.
Audit of Books and Records. A. Contractors agree to submit all business records, books and reports pertaining to the payment of wages and fringes including Federal and State payroll tax returns and reports to the Joint Conference Board, or the Trustees of any Trust or their designated auditors or representatives at their place of business within the geographical jurisdiction of this agreement, within twenty-four (24) hours of demand made by the Joint Conference Board or Trustees
