Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose of showing the amount of royalties payable to Pfizer and Licensee’s compliance with other obligations under this Agreement and Applicable Law. Said books and records will be kept at Licensee’s principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least fifteen (15) days’ advance written notice, for five (5) years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Pfizer and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee’s royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee’s non- compliance with this Agreement to Pfizer and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Pfizer and/or MPP. However, if an error in underpaid royalties to Pfizer of more than five percent (5%) of the total royalties due for any year is discovered, then the fees and expenses of these representatives will be borne by Licensee.
Books and Records; Audit Right. Licensee will keep full, true, and accurate books and records containing all particulars that may be necessary for the purpose of showing the amount of royalties payable to Shionogi and Licensee's compliance with other obligations under this Agreement and Applicable Law. Said books and records DocuSign Envelope ID: CA69B741-C435-4DB2-9D40-D4529C9174DE will be kept at Licensee's principal place of business or the principal place of business of the appropriate division of Licensee to which this Agreement relates. Said books and records and the supporting data will be open at all reasonable times during normal business hours upon at least 15 days' advance written notice, for five years following the end of the calendar year to which they pertain, to the inspection and audit (on site if Licensee so requests) by independent certified public accountants hired by Shionogi and MPP, individually or together and reasonably acceptable to Licensee for the purpose of verifying Licensee's royalty reports or compliance in other respects with this Agreement and Applicable Law. Such certified public accountants will be bound to hold all information in confidence except as necessary to communicate Licensee's non-compliance with this Agreement to Shionogi and/or MPP. The fees and expenses of the certified public accountants performing such an examination will be borne by Shionogi and/or MPP. However, if an error in underpaid royalties to Shionogi of more than five percent (5%) of the total royalties due for any twelve month period is discovered, then the fees and expenses of these representatives will be borne by Licensee.
Books and Records; Audit Right. During the CVR Period and upon the prior written request of the Representative (not to exceed one occurrence per calendar quarter), the Company shall meet at reasonable times during normal business hours with the Representative to discuss the content of any CVR Payment Notice. The Company agrees to maintain, for at least one year after the expiration of the Disposition Period, all books and records necessary for the calculation of a CVR Payment Amount and the amount of Gross Proceeds, Net Proceeds and Permitted Deductions. Subject to reasonable advance written notice from the Representative and prior execution and delivery by it and an independent accounting firm of national reputation chosen by the Representative (the “Accountant”) of a reasonable and customary confidentiality/nonuse agreement, the Company shall permit the Representative and the Accountant, acting as agent of the Representative (on behalf of the Holders), to have access during normal business hours to the books and records of the Company as may be necessary to audit the calculation of such CVR Payment Amount or the calculation of the amount of Gross Proceeds, Net Proceeds and Permitted Deductions.
Books and Records; Audit Right. Unless otherwise consented to in writing by the Purchaser, the Company shall not destroy, alter or otherwise dispose of any original books or records of the Company prior to the Closing Date without first offering to surrender such books and records to the Purchaser and shall maintain such books and records in good condition in a reasonably accessible location. Upon reasonable prior notice, Purchaser’s employees, agents and/or Advisors shall have access, at all reasonable times, to all of the Company’s personnel, books, records, correspondence, financial information, receipts, vouchers, financial accounts, data stored in computer files or any other media, and memoranda of every description for the purpose of verifying Seller’s compliance with the terms of this Agreement (including, without limitation, Section 8.3 above). Seller shall maintain in a reasonably safe and secure manner and preserve such documents, supporting data and accounting records, etc. in a safe place for a period of two (2) years after the Closing Date and Purchaser’s employees, agents and/or Advisors shall have the right to reproduce any of these documents.
Books and Records; Audit Right. (a) The Broker shall maintain complete and accurate records concerning all reasonable offers, orders and customer information relating to the Products and shall provide to the Company:
(i) on a monthly basis, a forecast of its expected sales (together with information on pricing and allocation) and reports on its strategies and activities related to the Products;
(ii) on a quarterly basis, a review and assessment of customer lists related to the Products; and
(iii) a list of xxxxx with open purchase orders for the following month for the Products, specifically identifying commodity and offer price.
(b) The Company shall maintain complete and accurate records concerning all reasonable offers, orders and customer information relating to the Products and shall provide to the Broker on a monthly basis:
(i) a forecast of its expected sales of the Products (together with information on anticipated volumes); and
(ii) a list of the Products inventory and all the Products shipped from the Recycling Facilities for the previous month.
(c) The Broker shall afford the officers, accountants and other authorized representatives of the Company access upon reasonable notice and during normal business hours to such records, management and offices of the Broker as may be directly related to the sale of the Products following the date of this Agreement and the Broker’s performance of its obligations under this Agreement; provided, that such access shall not unreasonably disrupt the operations of the Broker.
(d) The Company shall afford the officers, accountants and other authorized representatives of the Broker access upon reasonable notice and during normal business hours to such records, management and offices of the Company as may be directly related to the sale of the Products following the date of this Agreement and the Company’s performance of its obligations under this Agreement; provided, that such access shall not include any right to review customer specific information related to inbound volumes of Recyclable Materials, or unreasonably disrupt the operations of the Company.
Books and Records; Audit Right. Licensee will maintain appropriate and accurate books of account concerning all transactions within the scope of this Agreement. Licensor will have the right, through any authorized representative of its choice, on ten (10) days advance written notice to Licensee, to examine and photocopy the books of account and all other documents relating to this Agreement. If following any such audit it is determined that additional Royalty Payments were due Licensor, Licensee will promptly pay such additional amount, as well as interest accrued at the rate of ten (10(degree)/0) percent per year from the date such payment was due to the date when paid. If the additional Royalty Payment due to Licensor is two thousand, five hundred ($2,500.00) dollars or more, Licensee will also promptly pay Licensor's reasonable and documented costs incurred in connection with the audit and a ten (10%) percent penalty based on the amount of the additional Royalty Payment due Licensor. Licensee will not cause or permit any interference with Licensor, and will cooperate fully, in any audit of Licensee's books and records. An understatement exceeding five (5%) percent for any twelve (12) month period will be a bar to Licensee's right to exercise the extension option. All books of account and other documents relating to this Agreement will be kept available by Licensee for at least three (3) years after the Term to which they relate. The right to audit also includes the right to reasonably inspect and to conduct physical inventories of the Articles and packaging and other related materials.
Books and Records; Audit Right. Producer and Marketer each shall establish and maintain at all times, true and accurate books, records and accounts (the “Books”) in accordance with commercially reasonable accounting principles and consistent with good industry practices, distinguishable from all other books and records, in respect of all payments, statements, charges and computations made under this Agreement and shall maintain and keep the Books for a period of at least one year after this Agreement’s termination. During normal business hours, upon reasonable prior notification and until the expiration of the one–year period following this Agreement’s termination, a Party, at its sole cost and expense, shall be entitled to inspect, examine and audit, or cause its representatives (including a third-party auditor) to inspect, examine and audit the Books of the other Party to the extent necessary in order to verify the accuracy of any statement, charge, computation or demand made under or pursuant to any of the provisions of this Agreement. Marketer and its authorized representatives shall be permitted during normal business hours, at Marketer’s sole cost and expense, to physically inspect and audit the Facility, including the meters, from time to time to determine Producer’s compliance with this Agreement’s terms.
Books and Records; Audit Right. Unless otherwise consented to in writing by the Purchaser, the Company shall not destroy, alter or otherwise dispose of any original books or records of the Company prior to the Closing Date without first offering to surrender such books and records to the Purchaser and shall maintain such books and records in good condition in a reasonably accessible location. Upon reasonable prior notice, Purchaser's employees, agents and/or Advisors shall have access, at all reasonable times, to all of the Company's personnel, books, records, correspondence, financial information, receipts, vouchers, financial accounts, data stored in computer files or any other media, and memoranda of every description for the purpose of verifying Seller's compliance with the terms of this Agreement (including, without limitation, Section 8.3 above). Seller shall maintain in a reasonably safe and secure manner and preserve such documents, supporting data and accounting records, etc. in a safe place for a period of two (2) years after the Closing Date and Purchaser's employees, agents and/or Advisors shall have the right to reproduce any of these documents. Upon reasonable prior notice and at reasonable times, Purchaser will permit Seller and its Advisors access to Purchaser's books, records, financial information, receipts, vouchers and financial accounts with respect to the Business for the purpose of verifying the data and calculations used in determining the Earn-Out Compensation.
