Audit Rights; Adjustments Sample Clauses

Audit Rights; Adjustments. 8.9.1 Each Party (the “Audited Party”) will permit an independent certified public accountant designated by the other Party (the “Auditing Party”) and reasonably acceptable to the Audited Party (the “Auditor”) to have access to the Audited Party’s records and books, insofar as the same relate to any of the payments to be made under the provisions of this Agreement, for the sole purpose of determining the accuracy of the amounts reported and actually paid or otherwise payable under the terms of this Agreement (the “Audit”); provided, however, that (i) any Audit will cover a period not to exceed three years immediately preceding such Audit, (ii) each period may be the subject of only one Audit, (iii) the Auditor will agree to (x) execute and be bound by a confidentiality agreement in customary form and (y) reveal only the results of the Audit (the “Auditor’s Results”) to the Auditing Party (and not, for example, the information reviewed with respect thereto), (iv) the Auditing Party will bear all costs and expenses in connection with any Audit, (v) any Audit will be performed during a mutually determined period upon at least 30 calendar days’ prior written notice during regular business hours, and (vi) Audits will not be requested by any one Party to occur more than once in each calendar year during the Term and once following expiration or termination of this Agreement.
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Audit Rights; Adjustments. 9.7.1 Licensee will permit an independent certified public accountant designated by POZEN and reasonably acceptable to Licensee (the “Auditor”), to have access to Licensee’s records and books during regular business hours for the sole purpose of determining the accuracy of the amounts reported and actually paid or otherwise payable to POZEN under the terms of this Agreement (the “Audit”). Any Audit will cover a period not to exceed 3 years immediately preceding such audit. POZEN will bear all costs and expenses in connection with the Audit; provided, however, that if any Audit reveals an understatement of Net Sales greater than 5% of the stated amount, then Licensee will bear all costs and expenses in connection with such Audit. Any such Audit will be performed upon at least 30 calendar days’ prior written notice during regular business hours, and not more than once in each calendar year during the term of this Agreement and during each calendar year in the 3-year period following expiration or termination of this Agreement.
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Audit Rights; Adjustments. 10.9.1 POZEN will permit an independent certified public accountant designated by Nycomed and reasonably acceptable to POZEN (the “Auditor”), to have access to POZEN’s records and books during regular business hours for the sole purpose of determining the accuracy of the amounts reported and actually paid or otherwise payable to Nycomed under the terms of this Agreement (the “Audit”). Any Audit will cover a *** Portion for which confidential treatment requested.
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Audit Rights; Adjustments. 8.5.1 Licensee will permit an independent certified public accountant designated by Licensor and reasonably acceptable to Licensee (the "Auditor"), to have access to Licensee's records and books during regular business hours for the sole purpose of determining the accuracy of the amounts reported and actually paid or otherwise payable to Licensor under the terms of this Agreement (the "Audit"). Any Audit will cover a period not to exceed 3 years immediately preceding such audit. Licensor will bear all costs and expenses in connection with the Audit; PROVIDED, HOWEVER, that if any Audit reveals an understatement of Net Sales greater than 10% of the stated amount, then Licensee will bear all costs and expenses in connection with such Audit. Any such Audit will be performed upon at least thirty (30) Business Days prior written notice during regular business hours, and not more than once in each calendar year during the term of this Agreement and during each calendar year in the 3-year period following expiration or termination of this Agreement.
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Audit Rights; Adjustments. 10.9.1 POZEN will permit an independent certified public accountant designated by Nycomed and reasonably acceptable to POZEN (the “Auditor”), to have access to POZEN’s records and books during regular business hours for the sole purpose of determining the accuracy of the amounts reported and actually paid or otherwise payable to Nycomed under the terms of this Agreement (the “Audit”). Any Audit will cover a period not to exceed ********* immediately preceding such audit. Nycomed will bear all costs and expenses in connection with the Audit; provided, however, that if any Audit reveals an understatement of Net Sales greater than *********% of the stated amount, then POZEN will bear all costs and expenses in connection with such Audit. Any such Audit will be performed upon at least ********* prior written notice during regular business hours, and not more than ********* during the Term and during each ********* in the ********* period following expiration or termination of this Agreement.
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Audit Rights; Adjustments. 8.7.1 Assignee will permit an independent certified public accountant designated by Assignor and reasonably acceptable to Assignee (the “Auditor”), to have access to Assignee’s records and books during regular business hours for the sole purpose of determining the accuracy of the amounts reported and actually paid or otherwise payable to Assignor under the terms of this Agreement (the “Audit”). Any Audit will cover a period not to exceed 3 years immediately preceding such audit. Assignor will bear all costs and expenses in connection with the Audit; provided, however, that if any Audit reveals an understatement of Net Sales greater than 5% of the stated amount, then Assignee will bear all costs and expenses in connection with such Audit. Any such Audit will be performed upon at least thirty (30) Business Days prior written notice during regular business hours, and not more than once in each calendar year during the term of this Agreement and during each calendar year in the 3-year period following expiration or termination of this Agreement.
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Audit Rights; Adjustments. 7.8.1 Nycomed will permit an independent certified public accountant designated by NPS or a Third Party recipient of royalties under this Agreement and reasonably acceptable to Nycomed (the “Auditor”), to have access to Nycomed’s records and books during regular business hours for the sole purpose of determining the accuracy of the amounts reported and actually paid or otherwise payable to NPS under the terms of this Agreement (the “Audit”). Any Audit will cover a period not to exceed three (3) years immediately preceding such audit. NPS will bear all costs and expenses in connection with the Audit; provided, however, that if any Audit reveals an understatement of Net Sales greater than five percent (5%) of the stated amount, then Nycomed will bear all costs and expenses in connection with such Audit. Any Audit will be performed, upon at least thirty (30) calendar days’ prior written notice, during regular business hours, and not more than once in each calendar year during the term of this Agreement and during any calendar year in the three (3) year period following expiration or termination of this Agreement.
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Audit Rights; Adjustments. 6.1 During the term of this Agreement and for a period of two (2) years after any termination of this Agreement, Licensor or its duly authorized representatives shall be allowed at any reasonable time to examine and make copies of Licensee’s books and records relating to this Agreement in order to verify compliance with the provisions of this Agreement. Such books and records shall be preserved by Licensee for at least two (2) years from the date of the Royalty payment to which they pertain.
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Audit Rights; Adjustments. (a) Licensee shall maintain at its principal place of business separate invoices, records and books of account pertaining to Total Net Revenues of Licensee as well as Total Net Revenues of any individual sublicensees. Such records and books of account shall be complete and accurate, and maintained in accordance with generally accepted accounting principles, so as to make the amount due and payable to Licensor under this Agreement clearly ascertainable. Licensor shall have the right throughout the Term of this Agreement, and for a two-year period thereafter, to inspect the books, records and accounts of Licensee during normal business hours for the purpose of verifying the amount due and payable hereunder.
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Related to Audit Rights; Adjustments

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

  • Notification of Adjustments With respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust the Mortgage Interest Rate on the related interest rate adjustment date and shall adjust the Monthly Payment on the related mortgage payment adjustment date, if applicable, in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note. The Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and Monthly Payment adjustments. The Servicer shall promptly, upon written request therefor, deliver to the Master Servicer such notifications and any additional applicable data regarding such adjustments and the methods used to calculate and implement such adjustments. Upon the discovery by the Servicer or the receipt of notice from the Master Servicer that the Servicer has failed to adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms of the related Mortgage Note, the Servicer shall immediately deposit in the Custodial Account from its own funds the amount of any interest loss or deferral caused thereby.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Certification of Adjustments Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the Company shall (a) promptly prepare a certificate signed by its Chief Executive Officer, its President or any Vice President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company setting forth such adjustment and a brief statement of the facts giving rise to such adjustment, (b) promptly file with the Rights Agent and with each transfer agent for the Preferred Stock and the Common Stock a copy of such certificate and (c) mail a brief summary thereof to each holder of a Right Certificate (or, if prior to the Distribution Date, to each holder of a certificate representing shares of Common Stock) in accordance with Section 26 hereof. Notwithstanding the foregoing sentence, the failure of the Company to give such notice shall not affect the validity of or the force or effect of or the requirement for such adjustment. The Rights Agent shall be fully protected in relying on any certificate prepared by the Company pursuant to Sections 11 and 13 and on any adjustment therein contained and shall not be deemed to have knowledge of any such adjustment unless and until it shall have received such certificate. Any adjustment to be made pursuant to Sections 11 and 13 of this Rights Agreement shall be effective as of the date of the event giving rise to such adjustment.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Royalty Adjustments The following adjustments will be made, on a Product-by-Product and country-by-country basis, to the royalties payable pursuant to Section 3.5.1:

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

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