Audit Responsibilities. This Section sets out the sole audit right under this agreement.
a) DOD will maintain, and promptly provide to Publisher upon its request, but no more frequently than once in a twelve (12) month period, accurate records regarding use of the software by or for DOD. If DOD becomes aware of any unlicensed use of the software, DOD will notify Contractor and Publisher within 15 calendar days, providing reasonable details. The limit of DOD’s responsibility for any unlicensed use of the software by any Users employed by or performing services for DOD is the requirement that DOD purchase additional licenses for the product through Contractor without any penalty or promptly stop using the software and delete any unauthorized copies.
b) DOD will perform a self-audit, upon the request of the Publisher, but no more frequently than once in a twelve (12) month period, and report any change in software program use (hereinafter "True up number"). The Publisher may make such a request of an individual agency of the DOD and will notify the DOD in the event of such a request. If the Publisher requests a self-audit from a DOD agency, a will not make another request of that agency for at least 12 months. Any self–audit, which shall be certified by a DOD employee authorized to do so, shall include, but not be limited to, the number of copies of the programs installed and/or in use by the DOD, the designated system(s) on which the programs are installed and/or running, and if applicable, the number of users of the programs. DOD shall notify Contractor and Publisher of the True up number no later than 90 calendar days after completion of the self-audit. If the self-audit finds that DOD is under-licensed, DOD will either 1) cease use of the quantity in excess of the DoD licensed quantity and work with the Publisher and Contractor in good faith to account for such excess use or 2) make an additional purchase of the product through Contractor, wherein such pricing is in accordance with any current ESI pricing. The procurement of additional licenses, if required, will transpire no later than 60 days after DOD’s aforementioned notification. There will be no penalties involved in the procurement of the additional licenses.
Audit Responsibilities. From time to time, both before and after Closing, Buyer may be engaged in financing and other transactions which will require that both Buyer and the operation of the Property be audited as to then current and past operations of the Property, including periods of time during which Seller owned the Property. As a material inducement for Buyer to enter into this Agreement, Seller agrees that upon written request of Buyer, Seller shall render its timely and cooperative efforts to any such auditors in delivering such responses to inquiries and information as is within the knowledge or records of Seller with respect to the operations of the Property or which is within the control or reasonable ability of Seller to obtain, including, without limitation, operating statements and other financial information relevant to the Property and its operations. In addition to the foregoing, Seller shall sign and deliver to any such auditor, such reasonable representations regarding the accuracy of the information and documents provided to the auditor by Seller as may be requested by the auditor. If the time or expenses which Seller is required to spend in responding to and assisting the auditor can be provided at little or no cost to Seller, Seller will bear those costs. If the time and expenses exceed such amount, Buyer will pay Seller reasonable hourly rates for the time incurred by Seller's employees in connection with the audit and will reimburse Seller's expenses in connection with the audit.
Audit Responsibilities. ESD acknowledges the burden and responsibility for conducting Audit Requirements for Federal Awards (2 CFR part 200) lies with ESD and the CITY if the CITY receives more than $750,000. Upon request of ESD, CITY agrees to provide ESD with appropriate documentation to assist ESD in completing any required audits. If Subrecipient within Subrecipient’s fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Subrecipient shall have a single audit or program-specific audit in accordance with the 2 CFR 200. The $750,000 federal threshold amount includes federal funds passed through by way of State and Local agency awards. If Subrecipient, within Subrecipient’s fiscal year, expends a total amount of at least $750,000 in state funds awarded, Subrecipient must have a single audit.
Audit Responsibilities. From time to time, both before and after Closing, Buyer may be engaged in financing and other transactions which will require that both Buyer and the operation of the Property be audited as to then current and past operations of the Property, including periods of time during which Seller owned the Property. As a material inducement for Buyer to enter into this Agreement, Seller agrees that upon written request of Buyer, Seller shall render its timely and cooperative efforts, at no additional cost to Seller, to any such auditors in delivering such responses to inquiries and information as is within the knowledge or records of Seller with respect to the operations of the Property or which is within the control or reasonable ability of Seller to obtain, including, without limitation, operating statements and other financial information relevant to the Property and its operations. In addition to the foregoing, Seller shall sign and deliver to any such auditor, such auditor's standard representation letter with respect to the foregoing matters, revised by Seller only to the extent necessary to make same true and correct as to the matters represented therein by Seller.
Audit Responsibilities. Audit information requested by CBI or FBI auditing purposes is to be provided in a complete and timely manner. Audits may be conducted onsite, over the phone, or via online questionnaire at the CBI’s discretion.
Audit Responsibilities. From time to time, both before and after Closing, the Company may be engaged in financing and other transactions which will require that both the Company and the operation of the Property be audited as to then current and past operations of the Property, including periods of time during which Contributor owned the Property. As a material inducement for the Company to enter into this Agreement, Contributors agree that upon written request of the Company, each Contributor shall render its timely and cooperative efforts, at no additional cost to such Contributor, to any such auditors in delivering such responses to inquiries and information as is within the knowledge or records of such Contributor with respect to the operations of the Property or which is within the control or reasonable ability of such Contributor to obtain, including, without limitation, operating statements and other financial information relevant to the Property and its operations. In addition to the foregoing, such Contributor shall sign and deliver to any such auditor, such auditor's standard representation letter with respect to the foregoing matters, revised by such Contributor only to the extent necessary to make same true and correct as to the matters represented therein by such Contributor.
Audit Responsibilities. DON will maintain, and promptly provide to Red Hat or Red Hat’s Business Partner upon its request, accurate records regarding use of the Products by or for the DON. If the DON becomes aware of any unauthorized use of all or any part of the Products, the DON will notify Red Hat promptly, providing reasonable details. DON will perform a self-audit upon the request of Red Hat, which request may not occur more often than annually, and report the number of Product units used by the DON (hereinafter "the Product Count"). DON shall notify Red Hat of the Product Count no later than 90 calendar days after the request that the DON perform a self-audit. This paragraph sets out the sole audit right under this Agreement.
Audit Responsibilities. For On-Prem Software:
a) Customers shall perform a self-audit, upon the request of the Publisher, but no more frequently than once in a twelve (12) month period, and report any change in software user count (hereinafter "True up number"). If the Publisher requests a self-audit from a Customer, it will not make another request of that agency for at least 12 months. Any self–audit, which shall be certified by a Customer employee authorized to do so, shall include, but not be limited to, the number of copies of the programs installed and/or in use by the Customer, the designated system(s) on which the programs are installed and/or running, and if applicable, the number of users of the programs. Customer shall notify Contractor and Publisher of the True up number no later than 30 calendar days after completion of the self-audit. If the self-audit finds that Customer has exceeded its permitted use of the Software, Customer shall either 1) immediately cease use of the quantity in excess of the Customer purchased quantity and work with the Publisher and Contractor in good faith to account for such excess use or 2) make an additional purchase of the product through Contractor, wherein such pricing is in accordance with any current ESI pricing. The procurement of additional usage rights, if required, will transpire no later than 60 days after Customer’s aforementioned notification. There will be no penalties involved in the procurement of the additional usage rights.
b) For ServiceNow Hosted: See Audit rights specified in the GSA XXXX, paragraph 3.2.
Audit Responsibilities. From time to time, both before and after Closing, Company may be engaged in financing and other transactions which will require that both Company and the operation of the Property be audited as to then current and past operations of the Property, including periods of time during which Contributor owned the Property. As a material inducement for Company to enter into this Agreement, Contributor agrees that upon written request of Company, Contributor shall render its timely and cooperative efforts, at no additional cost to Contributor, to any such auditors in delivering such responses to inquiries and information as is within the knowledge or records of Contributor with respect to the operations of the Property or which is within the control or reasonable ability of Contributor to obtain, including, without limitation, operating statements and other financial information relevant to the Property and its operations. In addition to the foregoing, Contributor shall sign and deliver to any such auditor, such auditor's standard representation letter with respect to the foregoing matters, revised by Contributor only to the extent necessary to make same true and correct as to the matters represented therein by Contributor.
Audit Responsibilities. From time to time, both before and after Closing, Buyer may be engaged in financing and other transactions which will require that both Buyer and the operation of the Property be audited as to then current and past operations of the Property, including periods of time during which Seller owned the Property. As a material inducement for Buyer to enter into this Agreement, Seller agrees that upon written request of Buyer, Seller shall render its timely and cooperative efforts to any such auditors in delivering such responses to inquiries and information as is within the knowledge or records of Seller with respect to the operations of the Property or which is within the control or reasonable ability of Seller to obtain, including, without limitation, operating statements and other financial information relevant to the Property and its operations. In addition to the foregoing, Seller shall sign and deliver to any such auditor, such auditor's standard representation letter with respect to the foregoing matters, revised by Seller only to the extent necessary to make same true and correct as to the matters represented therein by Seller.
