Audit Procedure. (a) In the event that the Issuer is classified as a partnership for U.S. federal income tax purposes, the Depositor (or a U.S. affiliate of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of the Code, and any corresponding provision of state law (and as the tax matters partner for any applicable state tax purposes), to the extent allowed under the law (including working with the Depositor to designate any designated individual required under the law). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the Code, and any corresponding provision of state law, with respect to determinations of adjustments at the partnership level and take any other action such as disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall instruct the Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Code, and any corresponding provision of state law, with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings, disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer and Depositor are each authorized, each in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct the Issuer’s affairs under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law. Each Certificateholder and, if different, each Certificate Owner shall promptly provide the Issuer, Depositor and Owner Trustee any requested information, documentation or material to enable the Issuer to make any of the elections described in this clause (c) and otherwise comply with Sections 6221 through 6241 of the Code and any corresponding provisions of state law. Each Certificate Owner shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a Certificate Owner not properly taking into account...
Audit Procedure. Each audit requires at least thirty days’ prior notice, except in the event of a Security Incident or upon instruction of a data protection authority. Audits will take place on a mutually agreed date during Medallia’s normal business hours, and Customer will cause its representative or agent to employ such reasonable procedures and methods as are necessary and appropriate in the circumstances to minimize interference with Medallia’s normal business operations. Onsite audits are limited to two business days.
Audit Procedure. Before beginning its audit, the Auditor shall execute a written agreement acceptable to the Audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit, which agreement shall contain terms of non-disclosure and non-use no less stringent than those set forth in this Agreement. The Auditor shall have the right to disclose to the Auditing Party only its conclusions regarding any payments owed under this Agreement. Each Party and its Affiliates shall make their records available for inspection by the Auditor during regular business hours at such place or places where such records are customarily kept, upon receipt of reasonable advance notice from the Auditing Party. The records shall be reviewed solely to verify the accuracy of the Audited Party’s Royalties and other payment obligations and compliance with the financial terms of this Agreement, including (a) with respect to HMI’s right to audit, Royalty Reports and the reports provided for in Section 11.6.1 (Development Cost Reimbursement to NVS), and (b) with respect to NVS’ right to audit, the reports of HMI Research Costs provided for in Section 3.8.2 (Research Payments), and information set forth in the Profit Share Reports provided for in Section 11.6.5 (Profit Share Reports; Payments) including Net Sales for U.S. [***] Products, Commercialization Costs, and Manufacturing Costs.
Audit Procedure. The procedure for audit is agreed as follows:
(i) A reasonably specific and detailed audit plan for the Possible Compliance Gap, the proposed audit date and the duration of the audit shall be communicated to Zoho according to the notice procedure at least 30 days prior to the proposed audit date.
(ii) Zoho shall review the proposed audit plan and provide Subscriber with any concerns or questions along with an estimate of the charges as specified under clause (iii) of section 4.2 based on the proposed duration of audit. Zoho shall cooperate with Subscriber to agree on a final audit plan.
(iii) The audit shall be performed only by individuals that have an appropriate level of expertise and qualification in the subject matter to perform the audit.
(iv) The audit shall be conducted during regular business hours at the applicable data processing facility, subject to the agreed final audit plan and Zoho’s privacy, security and safety or other relevant policies and without unreasonably interfering with Zoho's business activities or compromising the security of Zoho's own data or other customers' data.
(v) Subscriber shall require the auditor to share the draft audit report to Zoho for review and incorporate reasonable changes suggested by Xxxx.
(vi) Upon completion of the audit, Subscriber will promptly provide Zoho with a copy of the audit report.
Audit Procedure. Upon at least [***] Business Days’ prior written notice from the auditing Party, such audit shall be conducted with respect to the countries specifically requested by the auditing Party, during regular business hours in such a manner as to not unnecessarily interfere with the normal business activities of the Party being audited. Such audit shall not be performed more frequently than [***] nor more frequently than [***]. All information, data, documents and abstracts herein referred to shall be used only for the purpose of verifying Royalty statements or costs and expenses incurred and shall be treated as the Confidential Information of the Party being audited subject to the obligations of this Agreement and need neither be retained more than [***] after completion of an audit hereof, if an audit has been requested; nor more than [***] from the end of the Calendar Year to which each shall pertain; nor more than [***] after the date of expiration or termination of this Agreement. Audit results and findings shall be made without interpretation of contractual language and shared by Vertex and Alios and the accounting firm shall disclose to the auditing Party only whether the royalty reports or expense reports, as applicable, are correct or incorrect and the specific details concerning any discrepancies. If the audit reveals an overpayment, then the auditing Party shall reimburse the Party being audited for the amount of the overpayment within [***]. If the audit reveals an underpayment, then the Party being audited shall make up such underpayment within [***]. Upon expiration of [***] following the end of any Calendar Year, the calculation of Royalties payable or costs and expenses with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Party obligated to make such royalty payments or the Party receiving reimbursement of costs and expenses hereunder, its Affiliates and Sublicensees shall be released from any liability or accountability with respect to such payments for such Calendar Year. The auditing Party shall pay for any such audit, except that if (i) Vertex underpaid payments by more than [***] during the period in question as per the audit or (ii) Alios overstated its costs and expenses by more than [***] during the period in question as per the audit, such audited Party shall pay the reasonable costs of the audit.
Audit Procedure. (a) Microsoft will provide not less than thirty (30) days’ prior notice to Company before beginning an audit. Audits will take place during Company’s regular business hours, and the Auditor will use commercially reasonable efforts to avoid disrupting Company’s operations. Company personnel may escort the Auditor on Company’s premises. Company will have all Relevant Records and operations available to the Auditor at the beginning of the audit. Microsoft may have the Relevant Records audited at multiple sites to verify performance under the Agreement. At Microsoft’s option, Company will make all Relevant Records, available to Auditor at one location. Company will provide reasonable access to the Auditor to facilitate the audit and permit the Auditor to copy records. At Microsoft’s request, Company will make relevant employees available to the Auditor during the audit. Microsoft will provide Company with a summary of the audit findings upon request.
(b) If Microsoft has credible and reliable evidence that counterfeiting, piracy or corruption may have occurred, Company must promptly cooperate with Microsoft or its Auditor to carry out an investigation of the suspected activities. If an investigation results in a referral to law enforcement agencies, or if Microsoft initiates other legal action to enforce its rights against responsible parties, Company agrees to provide reasonable and timely cooperation and information.
Audit Procedure. Coder or its nominee (including its accountants and auditors) may, on 48 hours’ notice, inspect and audit Customer's use of the Software under this Agreement at any time during the Term. All audits will be conducted during regular business hours, no more frequently than once in any 12 month period, and in a manner that does not unreasonably interfere with Customer's business operations. Customer will make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Coder with respect to such audit. Xxxxx will only examine information directly related to Customer's use of the Software.
Audit Procedure. Licensor or its representative may inspect and audit Licensee’s use of the Licensed Software under this Agreement at any time during the Term upon reasonable notice and request. All such audits will be conducted during regular business hours. Licensor will cooperate with Licensee to ensure such audits do not unreasonably interfere with Licensee’s business operations. Licensee agrees to make available all technology, records, equipment, information, and personnel, and to provide all cooperation and assistance as necessary for Licensor to reasonably conduct the audit. Licensor agrees to only examine information directly related to Licensee’s Licensed Software use. Licensor will keep confidential any information Licensee deems confidential that may be directly or incidentally disclosed during such audits.
Audit Procedure. Provider or its nominee (including its accountants and auditors) may, in Provider's sole discretion, inspect and audit Customer's use of the Services under this Agreement at any time during the Term and for 3 years following the termination or earlier expiration of this Agreement. All audits will be conducted during regular business hours and no more frequently than once in any 12-month period, and in a manner that does not unreasonably interfere with Customer's business operations. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Provider with respect to such audit.
Audit Procedure. Such examination shall be conducted, and each Party shall make its records available, during normal business hours, after at least [***] days prior written notice shall have been provided by the other Party, as applicable, and shall take place at the facility(ies) where such records are maintained. Each such examination shall be limited to pertinent books, records and reports for any year ending not more than [***] months prior to the date of request; provided, that, no Party shall be permitted to audit the same period of time more than once. Before permitting such independent accounting firm to have access to such books and records, the non-requesting Party may require such independent accounting firm and its personnel involved in such audit to sign a confidentiality agreement (in form and substance reasonably acceptable to such Party) as to any confidential information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this paragraph. The accounting firm shall provide both Biontech and Genmab with a written report stating whether the reports submitted by Biontech or Genmab, as applicable, are correct or incorrect and the specific details concerning any discrepancies. Such accounting firm may not reveal to the other Party any information learned in the course of such audit other than the amount of any such discrepancies. Each Party agrees that all such information shall be Confidential Information of the other Party and further agrees to hold in strict confidence all information disclosed to it in accordance with Section 11.
