Audit of Use Sample Clauses

Audit of Use. Licensor may, at its expense, audit Licensee's use of the Licensed Product. Audits shall be conducted during regular business hours either remotely or at Licensee's place or places of business and shall not unreasonably interfere with Licensee's business activities. Audits shall be conducted no more than once annually. If, as a result of any such audit, Licensor identifies unauthorized use of the Licensed Software, Licensee shall pay, in addition to a full License Fee for each unauthorized use of the Licensed Software in use by Licensee, all reasonable expenses of Licensor in conducting the audit.
AutoNDA by SimpleDocs
Audit of Use. Industry Service Provider agrees to keep accurate records regarding its use of the PSP service, including preserving Applicant advance execution of the disclosure and authorization form, regarding the use to which the database information has been put.
Audit of Use. Monthly Account Holder agrees to keep accurate records regarding its use of the PSP service, including preserving Applicant advance execution of the disclosure and authorization form, regarding the use to which the database information has been put. Monthly Account Holder’s retention of the Applicant’s signed and completed FMCSA-required disclosure and authorization form serves as evidence that the Applicant approved your access to their record in the PSP system. Failure to maintain the Applicant’s signed and completed disclosure and authorization form may result in a conclusion that your company did not provide the mandated disclosure or obtain the Applicant’s signed authorization prior to accessing the PSP system, and may result in administrative, civil, or criminal sanctions against your company and any persons involved in the PSP access and Applicant disclosure and authorization processes. Monthly Account Holder agrees and consents that its use of such records is subject to audit whether by email, on-site, or otherwise, by NICF, FMCSA-DOT, or the designated representative(s) of either of them, at any reasonable time. Monthly Account Holder agrees that it will cooperate with any such audit and will make its records available to the auditors as required; further it understands and agrees that any violations of the conditions of use or requirements for access to the PSP database information may result in sanctions against Monthly Account Holder, or referral for civil or criminal prosecution. Such action may range from Monthly Account Holder’s suspension, for a fixed period of time, from using a service, to termination of the privilege of receiving access to a service, and may include liability of Monthly Account Holder to NICF and/or the U.S. DOT, or referral for civil or criminal prosecution.
Audit of Use. Monthly Account Xxxxxx agrees to keep accurate records regarding its use of the PSP service, including preserving written applicant advance consent forms and notices given to applicants, and regarding the use to which the database information has been put. Your retention of the operator-applicant’s signed and completed written consent form serves as evidence that the operator-applicant approved your access to the PSP system. Failure to maintain the operator-applicant’s signed and completed written consent form may result in a conclusion that your company did not obtain the operator-applicant’s signed written consent prior to accessing the PSP system, and may result in administrative, civil, or criminal sanctions against your company and any persons involved in the PSP access and operator- applicant consent processes. Monthly Account Holder agrees and consents that its use of such records is subject to audit whether by email, on-site, or otherwise, by NICT, FMCSA- DOT, or the designated representative(s) of either of them, at any reasonable time. Monthly Account Xxxxxx agrees that it will cooperate with any such audit and will make its records available to the auditors as required; further it understands and agrees that any violations of the conditions of use or requirements for access to the PSP database information may result in sanctions against Monthly Account Holder, or referral for civil or criminal prosecution.
Audit of Use. Company will maintain records to track the number of Mailboxes. BMI will have the right to audit no more than once per twelve (12) month period throughout the term of the Agreement, to confirm the accuracy of the number of Mailboxes reported to BMI, and compliance with any other terms and conditions of the Agreement. This right will survive (2) years after termination of the Agreement. Audit will take place during normal business hours and in accordance with Company’s standard security procedures. BMI must give a prior written notice to and five (5) business days in advance of the desired date. The audit will be conducted at BMI’s expense unless such audit reveals an underpayment to BMI in excess of five percent (5%) for the period being audited, in which case Company will bear the reasonable, applicable expenses of the audit.
Audit of Use. Licensee agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the term of the Agreement and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Licensor may, at its expense, on reasonable prior notice, audit Licensee’s use of the Licensor Product. Audits shall be conducted during regular business hours at Licensee’s place or places of business and shall not unreasonably interfere with Licensee’s business activities. Licensor shall be entitled to request upon seven (7) days prior written notice: (i) the office where the Services are accessed from; and (ii) the total number of End Users; and (iii) all of Licensee’s business records concerning or relating in any way to Licensor’s rights to receive the Royalty, or the calculation thereof. Audits shall be conducted no more than once annually. If, as a result of any such audit, Licensor identifies unauthorized use of the Licensor Products, Licensee shall promptly pay to Licensor the amount of the unauthorized use or undercharge and the reasonable expenses of Licensor in conducting the audit.
Audit of Use. The Superintendent/designee shall establish a process to determine whether the District’s education technology is being used for purposes prohibited by law of for accessing sexually explicit materials. The process shall include, but not be limited to:
AutoNDA by SimpleDocs
Audit of Use. Monthly Account Holder agrees to keep accurate records regarding its use of the PSP service, including preserving Applicant advance consent forms and notices given to Applicants, and regarding the use to which the database information has been put. Monthly Account Holder’s retention of the Applicant’s signed and completed FMCSA-required consent form serves as evidence that the Applicant approved your access to the PSP system. Failure to maintain the Applicant’s signed and completed consent form may result in a conclusion that your company did not obtain the Applicant’s signed consent prior to accessing the PSP system, and may result in administrative, civil, or criminal sanctions against your company and any persons involved in the PSP access and Applicant consent processes. Monthly Account Holder agrees and consents that its use of such records is subject to audit whether by email, on-site, or otherwise, by NICT, FMCSA-DOT, or the designated representative(s) of either of them, at any reasonable time. Monthly Account Holder agrees that it will cooperate with any such audit and will make its records available to the auditors as required; further it understands and agrees that any violations of the conditions of use or requirements for access to the PSP database information may result in sanctions against Monthly Account Holder, or referral for civil or criminal prosecution. Such action may range from suspension for a fixed period of time, of Monthly Account Holder from using a service to termination of the privilege of receiving access to a service, and may include liability of Monthly Account Holder to NICT and/ or the U.S. DOT, or referral for civil or criminal prosecution.
Audit of Use. TrustCommerce may at any time and from time to time audit Merchant’s use of the TC Services. Audits shall be conducted during regular business hours at Merchant’s place or places of business and shall not unreasonably interfere with Xxxxxxxx’s business activities. If, as a result of any such audit, TrustCommerce identifies unauthorized use of the TC Services, Merchant shall pay, in addition to any fees charged in conjunction with the TC Services, the reasonable expense of TrustCommerce in conducting the audit.

Related to Audit of Use

  • Filing, Prosecution and Maintenance Each of Dyax and Genzyme shall be responsible for the filing, prosecution and maintenance of all patent applications and patents which make up its Patent Rights. The Steering Committee shall designate either Dyax or Genzyme as the Party responsible for the filing, prosecution and maintenance of all patent applications and patents which make up the Joint Patent Rights. For so long as any of the license grants set forth in Article 3 hereof remain in effect and upon request of the other Party, each of Dyax and Genzyme agrees to file and prosecute patent applications and maintain the patents covering the Patent Rights for which it is responsible in all countries in the Territory selected by the Steering Committee. Each of Dyax and Genzyme shall consult with and keep the other fully informed of important issues relating to the preparation and filing (if time permits), prosecution and maintenance of such patent applications and patents, and shall furnish to the other Party copies of documents relevant to such preparation, filing, prosecution or maintenance in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by the other Party and, to the extent possible in the reasonable exercise of its discretion, the filing Party shall incorporate all such comments.

  • Patent Filing Prosecution and Maintenance 7.1 Except as otherwise provided in this Article 7, Licensee agrees to take responsibility for, but to consult with, the PHS in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to PHS.

  • Litigation and Regulatory Cooperation During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company. The Executive’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 7(f).

  • Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement The parties hereto agree that the Investors will suffer damages if the Company fails to fulfill its obligations under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision. Subject to Section 2.b, if (i) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”); or (ii) on any day after the Effective Date, sales of all of the Registrable Securities required to be included on such Registration Statement cannot be made (other than (x) during an Allowable Grace Period (as defined in Section 3.p) or (y) if the Registration Statement is on Form S-1, for a period of fifteen (15) days following the date on which the Company files a post-effective amendment to incorporate the Company’s Annual Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement or failure to register a sufficient number of shares of Common Stock) (a “Maintenance Failure” and, any Maintenance Failure, Filing Failure or Effectiveness Failure, a “Registration Default”) then, as partial relief for the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity) and not as a penalty, the Company shall pay to each holder of Registrable Securities, aggregate additional interest on the principal amount of the outstanding Convertible Note in the amounts described below (the “Additional Interest”) (and all outstanding shares of Common Stock to the extent the Convertible Note has been converted prior to the occurrence of the Registration Default and such shares of Common Stock remain Registrable Securities); provided that any payment on shares of Common Stock will be calculated based on, as applicable (A) the principal amount of the Convertible Note as a result of conversion of which such shares of Common Stock have been issued or (B) the value of the Warrant as a result of exercise of which such shares of Common Stock have been issued; provided further that any such Additional Interest will cease to accrue to holders hereunder and under the Purchase Agreement and the other Transaction Documents when any such Registration Default will cease, be remedied or be cured. The Company will pay any Additional Interest as set forth in, and subject to the terms and conditions of, the Purchase Agreement and the other Transaction Documents. In the event of a Filing Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Filing Deadline and the 75th day thereafter, for as long as the Filing Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 76th day after the Filing Deadline and the 120th day thereafter, for as long as the Filing Failure continues, and (iii) 12.0% thereafter for as long as the Filing Failure continues. In the event of an Effectiveness Failure, the Company shall pay Additional Interest in the amount of (i) 5.0% of the principal amount outstanding on the Convertible Note during the period between the Effectiveness Deadline and the 45th day thereafter, for as long as the Effectiveness Failure continues, (ii) 10.0% of the principal amount outstanding on the Convertible Note during the period beginning on the 46th day after the Effectiveness Deadline and 75th day thereafter, for as long as the Effectiveness Failure continues, and (iii) 12.0% thereafter for as long as the Effectiveness Failure continues.

  • Filing, Prosecution and Maintenance of Patents RENOVIS agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with MERCK, the RENOVIS Patent Rights licensed to MERCK under this Agreement; provided, however, with respect to Joint Information and Inventions that are not Improvements to RENOVIS Patent Rights or RENOVIS Technology, MERCK shall have the first right to file patent applications for such Joint Information and Inventions. With respect to RENOVIS Information and Inventions, RENOVIS may elect not to file and if so MERCK shall have the right to file patent applications. In such event, RENOVIS shall execute such documents and perform such acts at RENOVIS’ expense as may be reasonably necessary to effect an assignment of such Patent Rights to MERCK in a timely manner to allow MERCK to continue such prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. RENOVIS shall keep MERCK advised of the status of the actual and prospective patent filings and upon the request of MERCK, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. RENOVIS shall promptly give notice to MERCK of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to MERCK for which RENOVIS is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

  • Additional Information and Where to Find It In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxx

  • Filing Prosecution and Maintenance of Patent Rights 7.1 Patent Filing, Prosecution and Maintenance.

  • Maintenance of Approvals: Filings, Etc The Fund shall at all times maintain in effect, renew and comply with all the terms and conditions of all consents, filings, licenses, approvals and authorizations as may be necessary under any applicable law or regulation for its execution, delivery and performance of this Agreement and the other Related Documents to which it is a party.

  • Preparation for Each Auction; Maintenance of Registry of Existing Holders (a) As of the date hereof, the Company shall provide the Auction Agent with a list of the Broker-Dealers and shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by each such Broker-Dealer. The Auction Agent shall keep a list of Broker-Dealers with whom it has signed such Broker-Dealer Agreements, and shall endeavor to keep such list current and accurate and shall indicate thereon, or on a separate list, the identity of each Existing Holder, if any, whose most recent Order was submitted by a Broker-Dealer on such list and resulted in such Existing Holder continuing to hold or purchasing shares of AMPS. Not later than five Business Days prior to any Auction Date for which any change in such list of Broker-Dealers is to be effective, the Company shall notify the Auction Agent in writing of such change and, if any such change is the addition of a Broker-Dealer to such list, the Company shall cause to be delivered to the Auction Agent for execution by the Auction Agent a Broker-Dealer Agreement signed by such Broker-Dealer. The Auction Agent shall have entered into a Broker-Dealer Agreement with each Broker-Dealer prior to the participation of any such Broker-Dealer in any Auction.

Time is Money Join Law Insider Premium to draft better contracts faster.