Audit Right. In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses:
(i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years;
(ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice;
(iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit;
(iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease;
(v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assig...
Audit Right. Licensee shall maintain true, complete, and correct copies of books and records reflecting the location and use of each copy of the Software in Licensee's possession or control. On at least thirty (30) days prior written notice to Licensee, but no more frequently than once in any twelve (12) month period, for any reason, Licensor at its expense and through its agents shall be entitled to audit such records and systems of Licensee as Licensor may reasonably request in order to determine Licensee’s use of the Software pursuant to this Agreement.
Audit Right. 14.1 Each Party, its affiliates and any third-party representative of a Party shall have the right, at its sole expense, to examine the records of the other Party related to this Agreement and the rights and obligations of the Parties hereunder during normal business hours upon reasonable notice. Any information gathered during such examination shall constitute Confidential Information subject to the requirements of Section 15.
Audit Right. You shall keep reasonable records relating to (i) the number of copies of Certificates deployed by Enterprise; and (ii) the number of servers which make use of such Certificates. A chartered or certified public accountant selected by Entrust may, upon reasonable notice and during normal business hours, but no more often than once a year, inspect Your records to ensure that You are complying with Your obligations hereunder.
Audit Right. At TI's request, and within thirty (30) days after receiving written notice, you shall permit an independent auditor selected by TI to have access, no more than twice each calendar year (unless the immediately preceding audit revealed a discrepancy) and during your regular business hours, to all of your equipment, records and documents as may contain information bearing upon the use of the Licensed Materials. You shall keep full, complete, clear and accurate records with respect to product sales and distributions for a period beginning with the then-current calendar year and going back three (3) years.
Audit Right. Public Disclosure of Contract. Seller acknowledges that Purchaser and/or its general partner, Beacon Capital Partners, Inc., have made and intend in the future to make private and/or public securities offerings which are or may be subject to regulation by the Securities and Exchange Commission ("SEC"), and that the regulations of the SEC may require that Purchaser disclose the existence of this Contract and the contents of some or all of the documents and materials delivered by Seller. Accordingly and notwithstanding anything to the contrary contained in their Contract, Seller expressly consents to the disclosure of the terms and conditions of this transaction, this Contract itself, and terms of any document or materials which Purchaser in good faith believes should be disclosed in connection with fulfillment of its disclosure requirements under SEC regulations. In addition, Purchaser shall have the right to issue press releases announcing this transaction at any time after the expiration of the Inspection Period. Seller shall be entitled to a prior review of the press release. The provisions of this Section 13.17(a) shall survive the Closing.
Audit Right. PECO shall cooperate with the REIT’s independent auditors with respect to the annual audit of the REIT for the purpose of expressing an opinion on the financial statements of the REIT (the “Annual REIT Audit”). In addition, the REIT shall have the right to conduct an audit of PECO’s books and records solely with respect to the fees and expense reimbursements relating to the services provided pursuant to this Agreement (the “Fee Audit”). The REIT may conduct the Fee Audit by using its own internal auditors or by employing independent auditors no more than once per year. Costs associated with conducting such Fee Audits by internal or independent auditors, and costs of the Annual REIT Audit, shall be borne by REIT. If any Fee Audit conducted by or on behalf of REIT reveals a discrepancy in excess of ten percent (10%), and greater than $10,000, for the aggregate fees and expense reimbursements payable during the period under audit pursuant to the Fee Audit, PECO shall be responsible for the reasonable expenses of such audit.
Audit Right. (a) The Seller shall be entitled to audit the information pertaining to actual oil production of the Buyer and its Affiliates in relation to the Lxxxxx 34 Block delivered pursuant to the reporting obligation set forth in Section 5.8 at any time, but not more than once per year, during 2019, 2020, 2021 and the first six (6) months of 2022 by giving the Buyer fifteen (15) days' notice in writing ("Audit"). The Audit shall be carried out by the Seller or an independent auditor selected by the Seller (the "Auditor"). The Buyer shall (i) cooperate with the Seller and the Auditor, including providing reasonably requested information, giving access to management upon reasonable prior written request and responding to written questions, in each case promptly and without unreasonable delay, and (ii) otherwise do everything reasonably required by the Seller and the Auditor to give effect to the Audit, including in circumstances where, after January 31, 2022, there has been a change of Control of the Buyer or its relevant Affiliate or the Buyer or an Affiliate of the Buyer ceases to have an interest in Lxxxxx 00 Xxxxx.
(b) In the event that there is any discrepancy (a "Discrepancy") between a report provided by the Buyer to the Seller under Section 5.8 and the result of the Audit conducted by the Auditor, the following procedure shall apply: (i) the Seller shall give notice of the Discrepancy to the Buyer; (ii) each Party shall appoint a designated representative with authority to resolve the issue (an "Authorized Representative") and both such Authorized Representatives shall attempt in good faith, through discussion and negotiation, to resolve such Discrepancy within thirty (30) days following written notice of the Discrepancy from the Seller to the Buyer. If the Authorized Representatives are not able to resolve or decide the Discrepancy, the Parties agree to submit the Discrepancy to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (hxxxx://xxxxxx.xxx/xxxxxxx-resolution-services/experts/administration-experts-proceedings/rules-for-the-administration-of-expert-proceedings/). The expert proceedings shall be conducted in the city of New York, New York, United States of America and the language of such proceedings shall be English. The Parties agree that the findings of the expert and the expert's determination with respect to the Discrepancy shall be final and contractu...
Audit Right. Licensee hereby agrees to allow Gilead reasonable access to Licensee’s books and records, facilities and employees solely for the purpose and to the extent required for Gilead to audit Licensee’s compliance with the requirements of this Section 6.
Audit Right. Braze shall allow for and contribute to audits and inspections (“Audits”), not more than once per year. Xxxxx’s contribution shall consist of Xxxxx’s reasonable cooperation and making relevant Braze employees available to Customer. Such Audit may be conducted by Customer or Customer’s independent, third-party auditor that is not a competitor of Braze and that is subject to confidentiality obligations substantially similar to those set forth in the Agreement, at Customer’s own cost:
(i) by Xxxxx providing information regarding Braze’s processing activities in the form of a copy of Xxxxx’s then most recent third-party audit or certification set forth in the Security, Privacy and Architecture Datasheet, as applicable, that Braze makes available to its customers generally and through its Documentation;
(ii) to the extent required by Data Protection Laws and Regulations, by Braze allowing Customer to perform an On-Site Audit. “On-site Audits” shall be performed as follows: (a) an Audit of facilities operated by Braze, carried out during normal business hours, (b) such Audit shall not exceed one (1) business day; (c) Customer will provide Braze with at least three-weeks’ written notice prior to such Audit, (d) before the commencement of any such Audit, Customer and Braze shall mutually agree upon the scope, cost and timing of the Audit; (e) Customer shall promptly notify Braze with information regarding any non-compliance discovered during the course of an Audit; and (f) Customer may perform an On-site Audit up to once per year.
