Audit Rights; Financial Information Sample Clauses
Audit Rights; Financial Information. Contractor shall make available for inspection by United and its outside auditors and advisors, within a reasonable period of time after United makes a written request therefor, all of Contractor’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any), but specifically limited to those records as necessary to audit: (i) any payments made or amounts or setoff pursuant to this Agreement, (ii) costs or expenses for which United is obligated to pay directly or indirectly, pursuant to the terms of this Agreement, (iii) any information delivered by Contractor to United pursuant to Article II, including in connection with schedule reduction requests and Staffing Incapacity, (iv) any funds received as contemplated by Section 5.04, and/or (v) Contractor’s provision of Regional Airline Services to United or any of Contractor’s other obligations under this Agreement, including relating to the performance, regulatory and operational standards in Sections 4.01, 4.02, 4.04, 4.05, 4.10, 4.11, 4.12, and 10.20, (all such books and records, collectively, the “CPA Records”). Only to the extent reasonably necessary and in connection with United’s audit rights under this Section 3.04, United and its outside auditors shall be entitled to [***]. Upon the reasonable written request of United or its outside auditors, Contractor will cooperate with United and its outside auditors to permit United and its outside auditors reasonable access to Contractor’s outside auditors for purposes of reviewing such records. In addition, Contractor shall deliver or cause to be delivered to United (I) as soon as available, but in any event within [***] after the end of each fiscal year, a copy of the consolidated balance sheet of Contractor, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Contractor for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants in good standing and unanimously approved by the members of Contractor’s board of directors; and (II) as soon as available, but in any event not later than [***] after the end of each of the first three quarterly periods of each fiscal year, the unaudited consolidated balance sheet of Contractor, as at the end of such quarter, and the related unaudited consolidated stateme...
Audit Rights; Financial Information. Contractor shall make available for inspection by Continental and its outside auditors and advisors, within a reasonable period of time after Continental makes a written request therefor, all of Contractor’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) as necessary to audit any reimbursement of expenses set forth on Appendix 3 of Schedule 3 hereto. In connection with such audit, Continental and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem necessary and to discuss such records with Contractor’s Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Upon the reasonable written request of Continental or its outside auditors or advisors, Contractor will cooperate with Continental and its outside auditors and advisors to permit Continental and its outside auditors and advisors access to Contractor’s outside auditors for purposes of reviewing such records. In addition, Contractor and Parent shall deliver or cause to be delivered to Continental (I) as soon as available, but in any event within 90 days after the end of each fiscal year, a copy of the consolidated balance sheet of Parent, as at the end of such year, and the related consolidated statements of income and retained earnings and of cash flows of Parent for such year, setting forth in each case in comparative form the figures for the previous year, reported on by an independent certified public accountants of nationally recognized standing; and (II) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year, the unaudited consolidated balance sheet of Parent, as at the end of such quarter, and the related unaudited consolidated statements of income and retained earnings and of cash flows of Parent for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a responsible officer of Parent, as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided, that no party shall be required to deliver financial statements pursuant to this sentence if such party is a reporting issuer pursuant to Section 13 or 15(d) of the Securities Exchange Act ...
Audit Rights; Financial Information. Shuttle shall make available for inspection by Mokulele and its outside auditors and advisors, within a reasonable period of time after Mokulele makes a written request therefor, all of Shuttle’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Shuttle, if any) as necessary to audit any reimbursement of Pass-Thru Costs or other expenses set forth in Paragraph 6 of Exhibit D hereto. In connection with such audit, Mokulele and its outside auditors and advisors shall be entitled to make copies and notes of such information as they deem necessary and to discuss such records with Shuttle’s Chief Financial Officer or such other employees or agents of Shuttle knowledgeable about such records. Upon the reasonable written request of Mokulele or its outside auditors or advisors, Shuttle will cooperate with Mokulele and its outside auditors and advisors to permit Mokulele and its outside auditors and advisors access to RAI Holding’s outside auditors for purposes of reviewing such records.
Audit Rights; Financial Information. Contractor shall make available for inspection by Continental and its outside auditors and advisors during normal business hours, within a reasonable period of time after Continental makes a written request therefor, all of Contractor’s books and records relating to the Covered Aircraft or Charter Aircraft and this Agreement or any Ancillary Agreement, in each case for the preceding 24-month period and, with respect to books and records related to an ongoing good faith dispute arising during such 24-month period (or, with regard to any Reconciled Expenses or any dispute involving Reconciled Expenses, the 24-month period following the date such Reconciled Expenses (or documentation thereof) were presented to Continental by Contractor or a third party), for any additional period until the final resolution of such dispute (each such period, an “Audit Period”) as necessary to audit (a) any reimbursement of expenses set forth on Appendix 3 of Schedule 3 hereto and/or incentive or rebate, (b) any agreement or arrangement upon which the block hour rates and other terms of a separate capacity purchase agreement are based pursuant to Section 2.05(a) or 2.08(h), (c) any calculations pursuant to Section 3.07 or (d) any costs to be reimbursed by Continental pursuant to Section 10.01(b) (all such books and records collectively, “CPA Records”). In connection with such audit, Continental and its outside auditors and advisors shall be entitled to make copies and notes of such CPA Records as they deem necessary and to discuss such CPA Records with Contractor’s Chief Financial Officer or such other employees or agents of Contractor knowledgeable about such records. Notwithstanding the foregoing, Contractor shall not be required to provide Continental or its outside auditors and advisors access to (x) any agreement or arrangement upon which the block hour rates and other terms of a separate capacity purchase agreement are based pursuant to Section 2.05(a) or 2.08(h) or (y) any CPA Records in connection with an audit of the matters described in clauses (c) or (d) of this Section 3.05, in each case to the extent that Contractor is prohibited from doing so by any confidentiality agreement; provided, that Contractor shall (i) upon the request of Continental, use its commercially reasonable efforts to allow, at Continental’s cost, an independent third party selected by Continental to review such CPA Records and provide Continental with a summary setting forth (A) in connection wi...
Audit Rights; Financial Information. Contractor shall make available for inspection by United and its outside auditors and advisors, within a reasonable period of time after United makes a written request therefor, all of Contractor’s books and records (including all financial and accounting records and operations reports, and records of other subsidiaries or affiliates of Contractor, if any) (i) as necessary to audit any payments made or amounts or setoff pursuant to this Agreement, and (ii) otherwise related to Contractor’s provision of Contractor Services to United or any of Contractor’s other obligations under this Agreement, including without limitation relating to the performance, regulatory and operational standards in Sections 4.2, 4.3, 4.4, 4.5, 4.7, 4.8, 4.9, 4.17, 4.18, 4.19,