Books and Records; Audit. Tenant agrees that it will keep complete books of accounts reflecting Gross Sales,and all of the business activities with respect to the Premises and will comply with generally accepted accounting principles ("GAAP"). Said books of account shall, at a minimum, include:
1. Dated and time stamped cash register tapes (customer receipt and detail audit) which provide a non-resettable, non-clearing gross sales total and/or consecutively numbered duplicate sales tickets which are to be dated and time stamped. When consecutively numbered sales tickets are utilized, Tenant shall maintain the vendor invoice for such sales ticket purchases, which shall accurately reflect the commencing and ending numbers of all sequences. Documentation of voided sales must be kept with regular sales tickets and tapes and originals of voided tickets must be retained.
2. Daily sales summaries showing Nevada and out-of-state sales.
3. Monthly sales journals showing breakdown of sales by day.
4. Authenticated bank deposit slips showing deposits of daily sales. If deposits are not made on a daily basis, then the number of days' receipts deposited should be shown on the deposit slip and in the monthly sales journal.
5. Monthly state sales tax returns and cancelled checks showing payment of those taxes;
6. The portion of Federal Income Tax returns showing Tenant's gross receipts for the same period of time that Tenant is required to maintain its Federal Income Tax returns by the Internal Revenue Service.
7. All of Tenant's purchase orders and invoices relating to the purchase, exchange, or replacement of Products sold or to be sold by Tenant at, upon, or from the Premises. Landlord shall have the right to examine such books and records at any reasonable time and place. Lessor shall have the right at any time during the Term and within thirty (30) days after the end of the Term to have an audit conducted of Tenant's books of account by Landlord's employees or auditors of Landlord's choice. If any audit reveals Gross Sales were understated by more than two percent (2%), the entire cost and expense of such audit shall be borne by Tenant. It is further agreed that an understatement by Tenant of five percent (5%) or more of Gross Sales during any three (3) months being audited shall be deemed an Event of Default unless such understatement was caused by the fraud of Tenant's employees without Tenant's knowledge.
Books and Records; Audit. Celltech shall keep for at least three (3) years or such longer period as may be required by law following the end of the calendar year to which they pertain, accurate and complete records showing all sales of the Product by Celltech and its Subdistributors and Sublicensees. Such records shall include all information reasonably necessary to verify the total amount and computation of earned royalties hereunder, and shall be open to inspection and audit, during reasonable business hours, to the extent necessary to verify the amount of such royalties. Such inspection and audit shall be conducted at the request and expense of Orphan Medical by an independent Certified Public Accountant appointed by Orphan Medical. Such inspection and audit shall be made not more often than once in each Contract Year. Such Certified Public Accountant shall undertake a confidentiality obligation to Celltech permitting it to disclose only to Orphan Medical the amount of the royalties due hereunder, and no other information. Orphan Medical shall bear the costs of any such inspection and audit; provided that if any inspection and audit reveals an underpayment of more than five percent (5%), Celltech shall reimburse Orphan Medical for its reasonable, documented out-of-pocket costs for such inspection and audit.
Books and Records; Audit. Landlord shall maintain books and records of the Operating Expenses in accordance with sound accounting and management practices. If Tenant wishes to audit the amount of Operating Expenses or any component thereof as to a particular year, Tenant must deliver to Landlord written notice of Tenant's desire to audit Landlord's books and records ("AUDIT NOTICE"). Such audit will be conducted (i) within sixty (60) days following delivery of the Audit Notice, (ii) during normal business hours at Landlord's business offices or at the management office of the Building; (iii) on consecutive business days until completed; (iv) in an expeditious manner so as to minimize interference with Landlord's books and records at Tenant's sole cost and expense; and (v) by an auditor reasonably acceptable to Landlord and Tenant (without limiting other reasons, it will be reasonable for Landlord to disapprove an auditor on the basis that the auditor is paid on a contingency fee basis). Tenant shall pay in a timely manner as required by this Lease any amounts stated as due on the Actual Statement, provided that such payment shall not waive any right to audit and/or dispute by Tenant as set forth herein. Tenant agrees to deliver to Landlord the results of any such audit within ninety (90) days of completion of the audit. If Tenant does not deliver an Audit Notice as to any Actual Statement within the time frames set forth hereinabove, then such Actual Statement will be conclusively binding on Tenant.
Books and Records; Audit. At all times during the term of the Agreement, and for a period of at least five (5) years after termination hereof (including any extension or renewal), Agent shall keep and maintain complete and accurate books records, accounts and other documents of all transactions and activities performed by Agent under the Agreement. Upon Mirion's written request, Agent shall make copies of all such books, records, accounts and other documents available to Mirion for inspection and examination. Upon 60 days prior written notice to Agent, Mirion shall also have the right to conduct an audit of all such books, records, accounts and other documents of Agent relating to, and to interview Agent’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products, in order to confirm Agent’s compliance with its obligations under the Agreement, including, but not limited to, the provisions of the Agreement relating to: (i) compliance with applicable law; (ii) anti- corruption compliance; and (iii) export control compliance. Without limiting the generality of this Section 3, Agent acknowledges and agrees that Mirion's audit rights hereunder include the right to review Agent’s anti-corruption compliance program and procedures, and Agent’s records of anti-corruption training for its employees. Any audit performed by Mirion hereunder shall be conducted during normal business hours, and unless Mirion has reason to believe that Agent may be in breach of its anti-corruption compliance obligations under Section 11.2 hereof, such audit shall be conducted no more frequently than once every 12 months. Agent shall provide Mirion with full access to all books, records, accounts and other documents relating to, and all of Agent’s employees engaged in, the marketing, promotion, sale and/or servicing of Mirion Products hereunder, and Agent shall cooperate fully with, and shall provide Mirion with all other assistance reasonably requested by Mirion in connection with, any such audit. Upon completion of any such audit, Mirion may elect to provide Agent with a report of its findings and recommendations, and, if so, Agent shall implement all recommendations set forth in that audit report as soon as reasonably practicable after receipt of that audit report; provided, however, that a finding by Mirion that Agent has breached any of its obligations under the anti- corruption compliance provisions of Section 11.2 hereof shall be grounds for immediate termination of the Agreem...
Books and Records; Audit. Toshiba agrees to maintain, and to require that each Submanufacturer and subdistributor who reproduces or distributes the Licensed WAS Technology maintain and provide to Toshiba, until three (3) years after the termination or expiration of this Agreement, complete and current books, records and accounts regarding all copying and distribution activities pursuant to this Agreement and to document compliance with the licenses granted. Toshiba agrees to allow an independent certified public accountant hired by Wink to audit and examine such books, records and accounts no more than once each calendar year, during Toshiba's normal business hours, to verify the accuracy of the reports and payments made to Wink under this Agreement and this Section and compliance with the restrictions of this Agreement. In the event such audit determines that Toshiba has not paid Wink all of the royalties due Wink, Toshiba agrees to pay, in addition to any damages to which Wink might be entitled, the amount of such shortfall plus interest at a rate of one and one-half percent (1.5%) per month or the highest rate allowed by law, whichever is greater. The cost of such audit shall be borne by Wink, provided that if any such audit reveals an underpayment to Wink of at least five percent (5%), Toshiba shall reimburse to Wink all its costs of such audit.
Books and Records; Audit. In addition to the rights and obligations of the parties in Article V of the Separation Agreement, WMB shall keep books of account and other records, in reasonable detail and in accordance with GAAP, consistently applied, for any charges for which WPX is required to reimburse WMB and for any charges which are priced on an consumption (e.g., hourly) basis pursuant to this Agreement. Such books of account and other records shall be open for WPX’s inspection during normal business hours for 24 months following the end of the calendar year in which the expense was incurred or the applicable Services were rendered to enable WPX to verify that the charges comply with the terms of this Agreement; provided, however, that any such inspection or audit may be performed only by an independent third party auditing firm of national standing that has been informed of the confidential nature of such information and that has entered into a written confidentiality agreement with WMB requiring it to treat such information confidentially. In no event will WPX or such independent auditing firm have access to any information regarding the WMB Entities’ cost of performing the Services.
Books and Records; Audit. Each party shall maintain during the Term and for three (3) years thereafter, complete and accurate books and records sufficient to determine the Residual Rights Fee payments due hereunder. In the event that the other party does not agree with the determination by the paying party of the Residual Rights Fee payments due hereunder, the parties shall use their reasonable efforts to reach agreement on the disputed items or amounts. At the request of the non-paying party, the paying party shall allow a reputable independent public accounting firm or representatives of the non-paying party, at the non-paying party's expense, to verify the accuracy of any Residual Rights Fee calculations. The non-paying party shall give the paying party thirty (30) days written notice prior to beginning such audit. Such audit shall be reasonably conducted during regular business hours in a non-disruptive manner, and the party performing such audit must agree to be bound to a reasonable non-disclosure agreement. The only information to be reviewed during the course of such an audit shall be that necessary to verify the Residual Rights Fee due hereunder. Such audit may review the Licensee Group's Sales, the direct material and labor costs, and that the applicable DCAA approved rates or equivalent rates per Section 4.2(b)(iii) were applied to the calculation of the Residual Rights Fee. The audit shall specifically not review the data that makes up VISTA's overhead, sales, general or administrative rates. If any such audit discloses that any Residual Rights Fees were understated, the paying party shall pay the amount of such understated Residual Rights Fees plus interest as set forth above and if the audit discloses that the amounts paid hereunder were understated by more than five percent (5%) in any calendar quarter, the paying party shall reimburse the nonpaying party for its reasonable and actual costs and expenses incurred in connection with performing such audit. No more than one audit may be performed within a one (1) year period, except if the preceding audit discloses an understated, in which even the nonpaying party shall be entitled perform a quarterly audit during the successive one year period.
Books and Records; Audit a. HCCH shall maintain books, records, and other evidence relating to the Services provided and use of the Funds hereunder (hereinafter referred to as the “Books and Records”) in accordance with generally accepted accounting principles, procedures and practices, which documents the homeless outreach program in a manner that fulfills the requirements of this Agreement.
b. HCCH expressly acknowledges that the CRA and HSN shall have the right to audit the Books and Records from time to time for compliance by HCCH with the terms, conditions, limitations, restrictions and requirements of this Agreement, which shall extend for a period of three (3) years after the term of this Agreement.
c. The CRA and HSN shall, upon reasonable notice, have full access during normal business hours for inspection, review and audit of the Books and Records.
Books and Records; Audit. Mercury Interactive shall keep complete books and records regarding the basis of royalties paid to Licensor under this Agreement. Mercury Interactive agrees that Licensor may, at Licensor’s discretion and expense upon thirty (30) days’ prior notice to Mercury Interactive, during Mercury Interactive’s normal business hours, but not more than once every twelve (12) months and not during the first or last three (3) weeks of any Mercury Interactive fiscal quarter, inspect and audit Mercury Interactive’s books and records pertaining to the royalties, fees for Maintenance Services, and fees for Support Services paid to Licensor under this Agreement in order to verify the accuracy of such payments. Such audits may be performed on Licensor’s behalf only by an independent third-party accountant from a reputable accounting firm (the “Auditor”). The Auditor must execute with Mercury Interactive a nondisclosure agreement reasonably acceptable to Mercury Interactive with regard to all materials inspected by the Auditor. The Auditor may report to Licensor whether or not the amounts due hereunder were underpaid or overpaid and if so, the amount of such discrepancy. If amounts are found to be underpaid or overpaid, the Auditor may also provide Licensor with sufficient documentation and information to substantiate such underpayment or overpayment. The Auditor shall provide to Mercury Interactive the full details of such audit. Mercury Interactive agrees to cooperate with Licensor and the Auditor in conducting such audits, including without limitation providing access to Mercury Interactive’s relevant books and records. Should the Auditor discover any underpayment or over-payment, the Parties shall make appropriate adjustments.
Books and Records; Audit. Licensee shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to University hereunder. Such books of account shall be kept at Licensee’s principal place of business. Such books and the supporting data related thereto shall be open at all reasonable times for three (3) years following the end of the calendar year to which they pertain, and for three (3) years after the expiration or termination of this Agreement, for inspection by University or its representatives for the purpose of verifying Licensee’s royalty statements, license payments due to University, and compliance in all other respects with the terms and conditions of this Agreement. The fees and expenses of University’s representatives shall be borne by University; however, if an error of more than five percent (5%) of the total payments due or owing for any year is discovered, then Licensee shall bear the fees and expenses of University’s representatives.
