Audit Procedures. (a) Upon reasonable prior notice of the other Party, each Party shall and shall cause its Affiliates and its and their (Sub)licensees to permit an independent auditor, selected by the auditing Party and reasonably acceptable to the audited Party, to audit the books and records maintained pursuant to Section 9.11 for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audit shall not occur more than once in a given Calendar Year, unless for cause, and shall not concern books and records relating to a period more than three (3) years preceding the current Calendar Year. Any failure by a Party to exercise its rights under this Section 9.12 with respect to a Calendar Year within such three (3) year period shall constitute a waiver by such Party of its right to later object to any payments made by the other Party under this Agreement during such Calendar Year. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission
(b) Upon completion of the audit, the auditor shall provide a report to both Parties, which report shall be limited to a description of any failure to comply with the terms of this Agreement and the amount of the financial discrepancy. Such auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within thirty (30) days after the auditor’s report, plus interest (as set forth in Section 9.9) from the original due date (unless challenged in good faith by the audited Party in which case any dispute with respect thereto shall be resolved in accordance with Section 15.6).
(c) The auditing Party shall bear the full cost of such audit unless such audit reveals an underpayment by the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment was more than [***] percent ([***]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the co...
Audit Procedures. 15.1 In addition to the requirements stated in this section, requirements for audit as defined in 23 CFR Part 420 and 49 CFR Part 18 will be used as guidelines. Also, with respect to contract cost principles and procedures, 48 CFR Part 31 will be used as guidelines.
15.2 Each participating agency will maintain complete records of all manpower, materials and out-of-pocket expenses, and will accomplish all record keeping in accordance with the following procedures:
15.2.1 Each participating agency will furnish ADOT&PF copies of all certified payrolls which shall include the hourly rate for each employee working on the project during the reporting period. In addition, a loaded rate factor will be shown in a manner compatible with existing MOA procedures. The load rate factor is subject to adjustment based upon audits occurring during the life of this Agreement.
15.2.2 Time Sheets Individual time sheets will be maintained reflecting the daily total amount of hours worked and amount of time spent on each task within the program. It is imperative that the hours be traceable to the task.
Audit Procedures. 24 18. INSURANCE.......................................... 26 19. DEFAULT............................................ 29 20. TERMINATION........................................ 31 21.
Audit Procedures. The Investors agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Tax Matters Representative and making elections and filing amended returns reasonably requested by the Tax Matters Representative, and by paying any applicable taxes, interest and penalties, to give effect to the preceding sentence. This FuturesAccess Fund shall make any payments it may be required to make under the Revised Partnership Audit Procedures and, in the Tax Matters Representative’s reasonable discretion, allocate any such payment among the current or former Investors for the “reviewed year” to which the payment relates in a manner that reflects the current or former Investors’ respective interests in this FuturesAccess Fund for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by this FuturesAccess Fund on behalf of or with respect to a current Investor in accordance with this Section 10.08, such amounts shall, at the election of the Tax Matters Representative, (i) be applied to and reduce the next distribution(s) (including redemption proceeds) otherwise payable to that Investor under this Agreement or (ii) be paid by that Investor to this FuturesAccess Fund within thirty (30) days of written notice from the Tax Matters Representative requesting the payment, or (iii) charged against the Investor’s Capital Account. In addition, if any such payment is made on behalf of or with respect to a former Investor, that Investor shall pay over to this FuturesAccess Fund an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. Any amounts required to be paid by any current or former Investor to this FuturesAccess Fund pursuant to this Section 10.08 that have not been paid within thirty (30) days of written notice from the Tax Matters Representative requesting such payment shall accrue interest at the rate of interest equal to the prime rate of interest as published from time to time in the Wall Street Journal (or any substantially similar rate selected by the Tax Matters Representative in its discretion) plus two percent (2%) per annum from the date that the payment was made on behalf of or with respect to such Investor until the date that such amount is paid to this FuturesAccess Fund. Any cost or expense incurred by t...
Audit Procedures. 4.1 ICE shall provide the following prior notice of its intention to carry out a Compliance Audit:
(a) at least 30 calendar days in respect of any regular audit;
(b) as much notice as reasonably practicable in respect of any extraordinary audit.
4.2 As soon as ICE has notified the Customer of its intention to carry out a Compliance Audit, the parties shall arrange the following:
(a) the scope, timing, and location of the Compliance Audit;
(b) the identification and collection of all records necessary for ICE and its third party representatives to carry out the Compliance Audit;
(c) securing sufficient logistic resources, e.g. offices, staff, records and equipment, of the Customer to be made available for the duration of the Compliance Audit; and
(d) arranging sufficient access for ICE and its third party representatives to relevant staff of the audited party in order to analyse, discuss and clarify differing interpretations of the Agreement on site.
4.3 Both ICE and the Customer shall promptly co-operate with each other in order to enable the Compliance Audit to be planned and conducted in an efficient manner.
4.4 Prior to commencing any Compliance Audit, ICE and the Customer will enter into necessary agreements to document, and the auditing party shall comply with, any reasonable confidentiality obligations or facility/network security or access policies, procedures and restrictions as may be required by the Customer and/or Customer User.
Audit Procedures. The Compliance Auditor shall review San Francisco’s calculation of the Wholesale Revenue Requirement and the underlying data in order to carry out the purpose of the audit described in Section 7.03.A and to issue the report described in Section
Audit Procedures. If Tenant notifies Landlord within such ninety (90) day period that Tenant disputes any specific item or items in any Landlord’s Expense Statement, Landlord’s Utility Expense Statement or Landlord’s Tax Statement, as the case may be, and such dispute is not resolved between Landlord and Tenant within thirty (30) days after the date such notice is given by Tenant, either party, during the fifteen (15) day period following the expiration of the thirty (30) day period commencing on the date such notice is given, may refer such disputed item or items for determination to an independent certified public accountant selected by such party and approved by the other party, which approval shall not be withheld unreasonably, and the determination of such accountant shall be final, conclusive and binding upon Landlord and Tenant. Tenant agrees to pay all costs involved in such determination, except in the case of Tax Adjustment, Expense Adjustment and Utility Expense Adjustment for any Adjustment Year where it is determined that Landlord has overcharged Tenant for Tax Adjustment, Expense Adjustment and Utility Expense Adjustment for such Adjustment Yearly more than five (5%), in which case Landlord shall pay such costs.
Audit Procedures. All subrecipients of federal funds must follow the Audit Requirements in the Uniform Administrative Requirements (2 C.F.R. Part 200, Subpart F), as applicable. Non-profit subrecipients that expend $750,000 or more during their fiscal year in federal awards must have a single or program-specific audit conducted for that year in accordance with the provisions of 2 C.F.R.
Audit Procedures. If either Party believes that Proprietary Information is not being handled in accordance with this Agreement, that Party shall try to resolve their concerns. Failing a resolution of these concerns, if either Party has a reasonable suspicion which shall be based on fact presented to the Party to be audited, that Information has been distributed or used contrary to this Agreement then the Party with such suspicion may require (at its own expense) an audit by a mutually agreed upon independent accounting firm. The audit will consist of (1) a review of the record keeping procedures and files of the receiving Party and the business unit where the Information is suspected to have been improperly transferred, (2) an interview with the program or product area manager who was the recipient of the Information in question, and (3) an interview with the program or product area manager who is suspected of having improperly transferred the Information. The result of the audit will be a report to both Parties that provides written findings as to whether the Proprietary Information was or was not used or distributed contrary to this Agreement. If Proprietary Information was used or distributed contrary to this Agreement: (1) the Party which improperly used or distributed the Information will, within 30 days after receipt of the report of written findings, take such mutually agreed upon actions as are necessary to prevent the other Party from being prejudiced or competitively harmed by such conduct; and (2) upon the expiration of the 30 day period and the failure to achieve mutually agreed upon actions, any Party harmed, or threatened with harm, by such conduct will be entitled to such relief as is appropriate to remedy the effect of such conduct.
Audit Procedures. (i) Unless the applicable Earnout Payment shall have previously been made, within thirty-five (35) days after each of the dates listed in the column entitled “Target Date” in the Performance Target Schedule, Parent shall prepare and deliver to the Stockholders’ Representative a statement of Revenue for each such measurement period, as indicated in the Performance Target Schedule (the “Statement of Revenue”).
(ii) The Stockholders’ Representative shall have a period commencing upon delivery of the Statement of Revenue by Parent and expiring forty-five (45) days after such delivery date to review the Statement of Revenue. During such period, Parent shall permit the Stockholders’ Representative and its agents or representatives, during normal business hours, to have full and complete access to, and to examine, all work papers and schedules that are or were necessary to prepare and/or review the Statement of Revenue. In the event the Stockholders’ Representative disputes any determination contained in the Statement of Revenue, the Stockholders’ Representative shall, within forty-five (45) days after delivery of the Statement of Revenue, deliver a notice to Parent (the “Earnout Dispute Notice”), setting forth in reasonable detail the component or components which are in dispute and the basis of such dispute. If the Stockholders’ Representative fails to deliver an Earnout Dispute Notice to Parent within forty-five (45) days after Parent’s delivery of the Statement of Revenue, then the Stockholders’ Representative shall be bound by the calculations contained in the Statement of Revenue, and the Statement of Revenue shall be deemed to be the Final Statement of Revenue (as defined below) for the applicable Earnout Measurement Period, and any required payments shall be made pursuant to subsection (j) or (k) above based on such Final Statement of Revenue for each respective Earnout Measurement Period. If the Stockholders’ Representative delivers the Earnout Dispute Notice within such forty-five (45) day period, then the Stockholders’ Representative and Parent will negotiate in good faith (with the assistance of their respective independent accountants and counsel, if desired) to resolve any such dispute within fifteen (15) days after receipt by Parent of the Earnout Dispute Notice. If Parent and the Stockholders’ Representative fail to resolve any such dispute within fifteen (15) days after receipt by Parent of the Earnout Dispute Notice, they shall submit the disput...
