Audit Rights and Record Keeping Sample Clauses

Audit Rights and Record Keeping. E-world agrees that it shall maintain complete, clear and accurate records sufficient to establish the Royalties payable pursuant to this Section 4.2. E-world will maintain such books and records for a two-year period following the expiration or termination of this Agreement. E-world shall have no obligation to translate any records being audited or reviewed to English or any other language. On2 shall have the right, on three (3) days prior notice, itself or through its professional advisors to conduct an audit of E-world's records to verify compliance with the terms of this Agreement. If an underpayment or underreporting of fees is discovered, E-world shall pay the amount of the underpayment or correct and pay the underreported fees; provided, however, that if any discovered discrepancy is equal to or greater than five (5%) of the total amount due On2, E-world shall pay such amount, plus ten percent (10%) interest thereon and the cost of the audit. At On2's request, E-World shall undertake an audit, or shall assist On2 to audit, the books and records of the OEMs to verify accuracy of the royalty and sale information provided by the OEMs. If an underpayment or underreporting of fees is discovered, E-world shall ensure that the OEM pay the amount of the underpayment or correct and pay the underreported fees (the costs of such audit shall be borne by On2); provided, however, that if any discovered discrepancy is equal to or greater than five (5%) of the total amount due On2 or E-world, E-world shall ensure that the OEM shall pay such amount, plus ten percent (10%) interest thereon and the cost of the audit.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Audit Rights and Record Keeping. 20.1 The Distributor shall maintain adequate internal controls and procedures to assure compliance with Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and the Direct Sales and Anti-Pyramid Scheme Act 1993 including but not limited to procedures to ensure that all transactions are accurately recorded and reported in its books and records to reflect truly the activities to which they pertain such as the purpose of each transaction and to whom it was made or from whom it was received. 20.2 For the purposes of documenting compliance with Laws, the Distributor shall maintain, either physically, by electronic media or on microfilm, all records and information related to the Distributorship Agreement for a period of five (5) years after the Distributorship Agreement’s end date. Such records and information shall include at a minimum all invoices for payment submitted by the Distributor to the Company along with complete supporting documentation and all records and information related to the execution or performance of Distributorship Agreement. 20.3 The Company shall have the right to audit all information, rates and costs and expenses related to the Distributorship Agreement at any time during and within five (5) years after termination of the Distributorship Agreement. The Company or any person authorised by the Company may have access at all reasonable times to any place where the records are being maintained and the Distributor shall afford every reasonable facility for this right of access. The Company shall have the right to reproduce and retain copies of any of the aforesaid records or information. The Distributor shall implement all agreed recommendations arising from the audits within a time scale, mutually agreed with the Company.
Sample 1Sample 2See All (4)
Audit Rights and Record Keeping. 16.1. The Contractor shall maintain, either physically or by electronic media, all books, accounts, records, original documents and information related to the Agreement in connection therewith for a period of five (5) years after the end date of this Agreement. Such records and information shall include, as a minimum, any and all invoices for payment submitted by the Contractor to the Company along with all supporting documentation. The Contractor shall ensure that its Related Parties and third party contractors comply with the requirement of this Clause 16.1. 16.2. The Company shall have the right to audit any and all information, rates and costs and expenses related to this Agreement at any time during and within five (5) years after termination of the Agreement. The Company shall have the right to reproduce and retain copies of any of the aforesaid records or information. The Contractor shall implement all agreed recommendations arising from the audits within a time scale mutually agreed with the Company. 16.3. Upon the Company’s request the Contractor will, as soon as reasonably practicable, provide the Company with all records relating to the Agreement and/or any work statement in connection therewith which are created or kept by its Related Parties or by any third party contractors.
Sample 1Sample 2
Audit Rights and Record Keeping. Throughout the term of this Agreement and for a period of five (5) years following the expiration or termination hereof, Customer, or any of its duly authorized representatives shall, upon reasonable notice and during normal business hours, have access to and the right to audit, at its own expense, NantOmics’s laboratory facilities, documents or records, which pertain specifically to compliance with quality standards, regulatory requirements, or other obligations relating to the performance of the Services under this Agreement. All documents or records pertaining to NantOmics’s performance of any obligation under this Agreement shall be retained by NantOmics throughout the term of this Agreement and for a period of five (5) years following the termination or expiration hereof.
Sample 1Sample 2
Audit Rights and Record Keeping. 19.1 The DOD shall maintain adequate internal controls and procedures to assure compliance with Anti - Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 and the Direct Sales and Anti-Pyramid Scheme Act 1993 including but not limited to procedures to ensure that all transactions are accurately recorded and reported in its books and records to reflect truly the activities to which they pertain such as the purpose of each transaction and to whom it was made or from whom it was received. 19.2 For the purposes of documenting compliance with Laws, the DOD shall maintain, either physically, by electronic media or on microfilm, all records and information related to the DOD Contract for a period of five
Sample 1
Audit Rights and Record Keeping. (a) The Supplier will provide, and will cause its affiliates, subsidiaries, group companies and subcontractors (for the purposes of this Clause 11.4, “Affiliates”) to provide, such auditors (including any financial, internal, external, immigration, security, or privacy auditors) and inspectors as UBS, its external auditors or any Regulator may designate in such notice (together “Auditors”) with reasonable access (1) during normal business days and hours (except as may be necessary to perform security audits or as may be required by any Regulator) to the premises of the Supplier and its Affiliates and (2) at any time at the Service Locations for the purpose of performing audits or inspections of the business of UBS and the UBS Affiliates (including the provision by the Supplier of any Services in support of such business being audited). (b) [*]. (c) The Supplier will provide, and will cause its Affiliates to provide, such Auditors any assistance that they may reasonable require. (d) All authorisations, systems changes, implementation, soft document access, inventories, and any other relevant information reasonably required in order to enable UBS or an auditor to establish the * Confidential treatment has been requested for portions of this agreement. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this agreement has been filed separately with the Securities and Exchange Commission. Supplier’s compliance with its obligations hereunder will be recorded by the Supplier and will be reasonably auditable. (e) If any audit by an Auditor results in the Supplier being notified that it or one of its Affiliates is not in compliance with any generally accepted accounting principle or other audit requirement relating to the Services, or has failed in any way to perform its obligations under this Agreement as determined by the auditor, the Supplier will, at its own expense and within the period of time specified by UBS, such Auditor, agree a remedial plan with UBS and a timetable for achievement of the planned actions to ensure compliance with the audit findings. Following agreement of the action plan, the Supplier shall implement that plan in accordance with the agreed timetable for remedy of the error. (f) The Supplier will keep all books, information, data and records relating to the Services available to the Auditors for the purpose hereof for a period of not less than ten (1...
Sample 1
Audit Rights and Record Keeping. The Agent will maintain a complete audit trail of all financial and non-financial transactions relating to this agreement in accordance with best industry practice
Sample 1
AutoNDA by SimpleDocs
Audit Rights and Record Keeping. 16.1. Contractor shall maintain, either physically or by electronic media, all books, accounts, records, original documents and information related to the Agreement in connection therewith for a period of five (5) years after the Agreement’s end date. Such records and information shall include at a minimum all invoices for payment submitted by Contractor to Company along with supporting documentation. Contractor shall ensure that its Related Parties and third party contractors comply with the requirement of this Clause 16.1. 16.2. Company shall have the right to audit all information, rates and costs and expenses related to the Agreement at any time during and within five (5) years after termination of the Agreement. Company shall have the right to reproduce and retain copies of any of the aforesaid records or information. Contractor shall implement all agreed recommendations arising from the audits within a time scale, mutually agreed with Company. 16.3. Upon Company’s request Contractor will, as soon as reasonably practicable, provide Company with all records relating to the Agreement and/or any work statement in connection therewith which are created or kept by its Related Parties or third party contractors.
Sample 1
Audit Rights and Record Keeping. ATKK agrees that it shall maintain complete, clear and accurate records sufficient to establish the Royalties payable pursuant to Section 3.1. ATKK will maintain such books and records for a two-year period following the expiration or termination of this Agreement. On2 shall have the right, on five days prior written notice, to have a certified public accountant conduct an audit of ATKK's records, at On2's own expense, to verify compliance with the terms of Section 3.1 of this Agreement. If an underpayment or underreporting of fees is discovered, ATKK shall pay the amount of the underpayment or correct and pay the underreported fees; provided, however, that if any discovered discrepancy is equal to or greater than ten percent (10%) of the total amount due On2, ATKK shall pay such amount, and the cost of the audit. On2 agrees that all parts of ATKK's records On2 and/or its certified public accountant may access according to the provisions of this Subsection 3.2 shall be included in the Confidential Information defined in Subsection 5.2 hereof and be treated as such.
Sample 1

Related to Audit Rights and Record Keeping

  • Records and Record Keeping Therapist may take notes during session, and will also produce other notes and records regarding Patient’s treatment. These notes constitute Therapist’s clinical and business records, which by law, Therapist is required to maintain. Such records are the sole property of Therapist. Therapist will not alter his/her normal record keeping process at the request of any patient. Should Patient request a copy of Therapist’s records, such a request must be made in writing. Therapist reserves the right, under California law, to provide Patient with a treatment summary in lieu of actual records. Therapist also reserves the right to refuse to produce a copy of the record under certain circumstances, but may, as requested, provide a copy of the record to another treating health care provider. Therapist will maintain Patient’s records for ten years following termination of therapy. However, after ten years, Patient’s records will be destroyed in a manner that preserves Patient’s confidentiality.

  • Books and Records; Audit Rights (a) Tenant shall maintain for a period of five (5) years after the Expiration Date, or, in the event of a claim by City, until such claim of City for payments hereunder shall have been fully ascertained, fixed and paid, separate and accurate daily records of Gross Revenues, whether for cash, credit, or otherwise. Tenant must require each subtenant, concessionaire, licensee, and assignee to maintain the same records. All such books and records shall be kept in accordance with “generally accepted accounting principles”, consistently applied, showing in detail all business done or transacted in, on, about or from or pertaining to the Premises, and Tenant shall enter all receipts arising from such business in regular books of account, and all entries in any such records or books shall be made at or about the time the transactions respectively occur. The books and source documents to be kept by Tenant must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially pre-numbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers,

  • Audit Rights Period for Construction-Related Accounts and Records Accounts and records related to the design, engineering, procurement, and construction of Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades shall be subject to audit for a period of twenty-four months following Connecting Transmission Owner’s issuance of a final invoice in accordance with Article 12.2 of this Agreement.

  • Records; Audit Rights Xxxxxx shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, the relevant records of Xxxxxx and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx and its Affiliates shall each make its records available for inspection or audit by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Xxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

  • Audits and Records 7.5.1 The Contractor agrees that the representatives of the Office of the City Auditor or other authorized representatives of the City shall have access to, and the right to audit, examine, or reproduce, any and all records of the Contractor related to the performance under this Contract. The Contractor shall retain all such records for a period of three (3) years after final payment on this Contract or until all audit and litigation matters that the City has brought to the attention of the Contractor are resolved, whichever is longer. The Contractor agrees to refund to the City any overpayments disclosed by any such audit.

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

  • Documentation and Record Keeping 1. Records to be Maintained Subrecipient shall maintain all records required by the Federal regulations specified in 24 CFR 570.506 that are pertinent to the activities to be funded under this Contract. Such records shall include, but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets the one of the National Objectives of the CDBG program; c. Records required to determine the eligibility of activities; d. Records required to document the acquisition, improvement, use, or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by federal regulations 24 CFR 570.502, and 24 CFR 84.21-28; and g. Other records necessary to document compliance with Subpart K of 23 CFR.

  • Records and Audit Rights To ensure that the Contractor and its subcontractors are complying with the warranty under Section 7 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (ii) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 7 below. To the extent necessary for the City to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the City shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the City to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the City with adequate and appropriate workspace so that the City can conduct audits in compliance with the provisions of this Section. The City shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.

  • Audit Rights The Recipient shall, at all reasonable times, provide the Director access to a right to inspect all sites and facilities involved in the Project and access to and a right to examine or audit any and all books, documents and records, financial or otherwise, relating to the Project or to ensure compliance with the provisions of this Agreement. The Recipient shall maintain all such books, documents and records for a period of three (3) years after the termination of this Agreement, and such shall be kept in a common file to facilitate audits and inspections. All disbursements made pursuant to the terms of this Agreement shall be subject to all audit requirements applicable to State funds. The Recipient shall ensure that a copy of any final report of audit prepared in connection with and specific to the Project, regardless of whether the report was prepared during the pendency of the Project or following its completion, is provided to the Director within ten (10) days of the issuance of the report. The Recipient simultaneously shall provide the Director with its detailed responses to each and every negative or adverse finding pertaining to the Project and contained in the report. Such responses shall indicate what steps will be taken by the Recipient in remedying or otherwise satisfactorily resolving each problem identified by any such finding. If the Recipient fails to comply with the requirements of this Section or fails to institute steps designated to remedy or otherwise satisfactorily resolve problems identified by negative audit findings, the Director may bar the Recipient from receiving further financial assistance under Chapter 164 of the Revised Code until the Recipient so complies or until the Recipient satisfactorily resolves such findings.

  • Performance of Services in Accordance with Regulatory Requirements; Furnishing of Books and Records In performing the services set forth in this Agreement, the Manager: A. shall conform with the 1940 Act and all rules and regulations thereunder, with all other applicable federal, state and foreign laws and regulations, with any applicable procedures adopted by the Trust’s Board of Trustees, and with the provisions of the Trust’s Registration Statement filed on Form N-1A as supplemented or amended from time to time; B. will make available to the Trust, promptly upon request, any of the Fund’s books and records as are maintained under this Agreement, and will furnish to regulatory authorities having the requisite authority any such books and records and any information or reports in connection with the Manager’s services under this Agreement that may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!