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,
Books and Records; Audit Rights. Each Party (the “Audited Party”) shall keep (and, in the case of Servier, shall cause its Affiliates and Sublicensees to keep) complete, true and accurate books and records in accordance with its Accounting Standards in sufficient detail for the other Party (the “Auditing Party”) to determine the payments due and costs incurred under this Agreement. Each Auditing Party shall have the right, once annually at its own expense, to have an independent, certified public accounting firm of nationally recognized standing, selected by the Auditing Party and reasonably acceptable to the Audited Party, review any such records of the Audited Party in the location(s) where such records are maintained by the Audited Party upon reasonable notice (which shall be no less than *** prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the accuracy of the amounts paid under this Agreement within a *** period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or invoice or payment submitted by the Audited Party during such period is accurate or inaccurate and the actual amounts of Development Costs and the amount of any Net Sales, milestone or royalty discrepancy. No other information shall be provided to the Auditing Party. The Audited Party shall receive a copy of each such report concurrently with receipt by the Auditing Party. Should such inspection lead to the discovery of a discrepancy to the Auditing Party’s detriment, the Audited Party shall pay the amount of the discrepancy within *** after its receipt from the accounting firm of the certificate showing the amount of the discrepancy. The Auditing Party shall pay the full cost of the review unless the underpayment of milestones, royalties and/or Development Costs, is greater than *** of the amount due for the applicable period, in which case the Audited Party shall pay the reasonable costs charged by such accounting firm for such review.
Books and Records; Audit Rights. 6.2.1 During the Term and for six (6) years thereafter (or for a longer term, if necessary to permit the ISO to repay the cost of a Capital Expenditure and other above market revenues that a former RMR Generator is required to repay under Rate Schedule 8 to the ISO’s Services Tariff), Owner shall keep detailed and accurate books and records, together with any supporting documents, pertaining to (a) the performance of its obligations under this Agreement, (b) the operation of each RMR Generator, including its availability, performance and Variable Costs, and (c) all components that went into developing the APR or the Owner-Developed Rate, including all adjustments thereto, Capital Expenditures and Substantiated Additional Costs.
6.2.2 Subject to the confidentiality requirements in Section 11.10 of this Agreement, Owner shall provide or make such books and records (including copies and extracts) available to ISO for inspection and audit at any time, upon reasonable notice.
Books and Records; Audit Rights. (a) Lessee shall at all times during the Term of this Lease keep and maintain (separate from any of Xxxxxx's other books, records and accounts), and shall cause the Manager to keep and maintain, accurate and complete records pertaining to the Premises related thereto, including, without limitation, books of account reflecting the Revenues and Expenses and such other matters referenced in this Ground Lease, in accordance with the GAAP with such exceptions as may be provided for in this Ground Lease, and provided that Lessee (and the Manager) may make such reasonable modifications in such books of account as are consistent with standard practice in accounting for its operations under management contracts generally. Lessor and its representatives shall have, during normal business hours and upon reasonable advance notice, access to inspect the books and records of Xxxxxx and the Manager pertaining to the Revenues and Expenses of the Premises, including, without limitation, books of account properly reflecting the operations of the Premises, which books and records shall be kept at the Premises. Lessor shall have the right to cause an audit by Lessor’s internal auditors (in accordance with GAAP) of such books and records to be made at any time (but not more frequently than one (1) time in any twelve (12) month period, as an Expense of the Project (a copy of which shall be delivered to Lessee). Such right of inspection and audit may be exercised at any time within three (3) years after the end of the Lease Year to which such books and records relate, and Xxxxxx and Manager shall maintain all such books and records for at least such period of time and, if any dispute between the Parties has arisen and remains unresolved at the expiration of such period of time, for such further period of time until the resolution of such dispute. Notwithstanding anything to the contrary contained herein, in the event that Lessor determines to have such audit performed by its external auditors, Lessor shall pay the fees and expenses or said external auditors.
(b) If, upon any audit by Lessor as described above of the books or records of Lessee or Manager, (i) an error (which shall mean a mistake in calculation of Revenues, an accounting error, but shall exclude any error based on assertions that Lessee or Manager acted imprudently or unwisely in connection with the collection of the Revenues) shall be revealed which results in there being due to Lessor Net Available Cash Flow fo...
Books and Records; Audit Rights. Generator and Producer shall each retain and maintain (and Producer agrees to cause its Operator to retain and maintain) books and records (updated promptly and consistently) in accordance with good accounting practices in connection with the transactions contemplated in the Project Documents, throughout the Term and until the later of (a) two (2) years after the termination of this Agreement and (b) the date on which the audit of Producer’s federal income tax return for the applicable calendar year has been closed by the Internal Revenue Service and is no longer subject to appeal or the applicable statute of limitations for the Internal Revenue Service to audit such tax return has expired, including any extension of the statute of limitations agreed to by Producer or any of its members. Each of Generator and Producer shall have the right (and Producer shall cause its Operator to afford Generator the right), at no additional expense but bearing its own costs, to inspect, copy and audit such books and records of the other Party at any reasonable time(s) upon reasonable prior written notice to the other Party during that retention period, and each Party shall (and Producer agrees to cause its Operator to) reasonably cooperate with such audit-related inquiries of the other Party, but in the case of inspections, copies and audits for purposes of Generator’s rights under this Agreement, limited to books and records that are reasonably necessary to verify the License and Services Fees that have accrued under this Agreement.
Books and Records; Audit Rights. ALS shall keep, and shall cause its Affiliates and sublicensees to keep, books and records accurately showing all Products manufactured, used or sold under the terms of this Agreement. The relevant portions of such books and records shall be open to inspection by representatives of (i) Abbott and (ii) either or both of the two (2) third parties that Abbott certifies that had as of the Effective Date of the Option Agreement between Abbott and ALS a legitimate financial interest in either of the Compounds, at Xxxxxx'x cost, solely for the purposes of determining the correctness of the royalties payable under this Agreement. Such audit, conducted no more than one time per calendar year, shall be during normal business hours after reasonable advance notice and subject to customary confidentiality provisions. In the event an audit shows a deficiency to be due, ALS shall immediately pay such deficiency along with the reasonable costs and expenses of the audit if the deficiency is more than five percent (5%) of the amount due during such audited period. If the audit shows that an excess was paid, ALS may deduct the amount of such excess from the next payment due. Such books and records shall be preserved for a period of at least three (3) years after the date of the royalty payment to which they pertain, and no audit may be conducted with respect to royalties due in any calendar year that is more than two (2) years preceding the calendar year in which the audit is being conducted. Books and records for a given calendar year may only be audited once. Any third party exercising its audit rights under this Section 6.2 shall enter into a confidentiality agreement with terms no less stringent than those contained in this Agreement.
Books and Records; Audit Rights. (a) Purchaser and the other members of the Purchaser Group shall each maintain (and cause to be maintained) complete and accurate books and records, in accordance with International Financial Reporting Standards, for the purpose of supporting and documenting the Alipay Royalty and New FIG Royalty payable hereunder, and as otherwise reasonably necessary to confirm Purchaser’s and Payor’s compliance with the terms and conditions of this Amended IPLA. All such books and records will be retained at each respective company’s, or its applicable Subsidiary’s, principal place of business for a period of at least three (3) years after the payments to which they pertain have been made. The relevant books and records of the Purchaser Group will be open for inspection and audit during such three (3) year period for the purpose of verifying the accuracy of the payments and charges made hereunder.
(b) Upon reasonable advance written request of Alibaba to Purchaser, the Parties shall conduct, no more than once per fiscal year a joint audit of the consolidated financials of Purchaser and the other members of the Purchaser Group for the purposes of calculating the Alipay Royalty and New FIG Royalty. The auditor for such audit will be Ernst & Young or another internationally recognized auditor agreed to by the Parties (Ernst & Young or such other agreed auditor, the “Auditor”), and the Auditor shall generate a reasonably detailed report, sufficient to document the accuracy of the applicable payments and charges made by Purchaser or the Payor, and any over- or under-payments or charges. The report will be simultaneously provided to Purchaser and Alibaba.
(c) If any audit discloses a shortfall in Alipay Royalty and New FIG Royalty payments made during the period audited, Purchaser or the Payor shall incur an obligation to pay to Alibaba IT (A50) or Alibaba (as directed by Alibaba) such underpaid amounts in accordance with Section 5.2.
(d) If any audit discloses that Purchaser or the Payor overpaid the Alipay Royalty and New FIG Royalty during the period audited, Alibaba IT (A50) or Alibaba shall credit the excess amount against the amounts of the Alipay Royalty and New FIG Royalty which the Payor then has an obligation to pay to Alibaba IT (A50) or Alibaba.
(e) Each entity’s books and records for any applicable period may be audited or investigated only once, provided that in the event any such audit or investigation reveals an underpayment of Alipay Royalty and New FIG Royal...
Books and Records; Audit Rights. Huadong shall keep complete and accurate records of the underlying revenue and expense data relating to the calculations of Adjusted Net Sales and payments required by Sections 6.4 and 6.5 in accordance with China GAAP and the internal policies and procedures of Huadong; provided, that at vTv’s reasonable request and at vTv’s sole cost and expense, Huadong shall prepare a conversion of the records in accordance with the International Financial Reporting Standards (IFRS). vTv shall have the right, once annually at its own cost and expense, to have an independent, certified public accounting firm, selected by vTv and approved by Huadong in its reasonable discretion, review any such records of Huadong in the location(s) where such records are maintained by Huadong upon reasonable notice (which shall be no less than [***]days prior notice) and during regular business hours and under obligations of strict confidence, for the sole purpose of verifying the basis and accuracy of payments made under Sections 6.4 and 6.5 within the [***] month period preceding the date of the request for review. The report of such accounting firm shall be limited to a certificate stating whether any report made or payment submitted by Huadong during such period is accurate or inaccurate and the actual amounts of Net Sales, and sales milestones and royalties due, for such period. Huadong shall receive a copy of each such report concurrently with receipt by vTv (“First Audit”). Should such inspection lead to the discovery of a discrepancy to vTv’s detriment, and only to the extent that Huadong agrees with and accepts such conclusion under the First Audit, Huadong shall pay within [***] Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.11. If Huadong does not agree with the conclusion of such report, vTv shall engage another accounting firm, selected by Huadong and approved by vTv in its reasonable discretion, at Huadong’s expense to conduct the audit in accordance with Section 6.7 (“Second Audit”). If the conclusion of the First Audit is consistent with the conclusion of the Second Audit, Huadong shall pay within [***] Business Days after its receipt from the accounting firm of the certificate the amount of the discrepancy plus interest calculated in accordance with Section 6.11. If the conclusion of the First Audit is not consistent with the conclusion of the Second Audit, th...
Books and Records; Audit Rights. Altisource shall maintain books and records adequate for the provision of the Services. At its own expense, Residential may request an audit of the books and records of Altisource to determine performance in accordance with Section 4.4. If such audit reveals an underpayment of fees, Residential shall promptly pay the underpayment amount in accordance with the terms of this Agreement. If such audit reveals an overpayment of fees, Altisource shall promptly refund the overpayment amount in accordance with Section 4.4.
Books and Records; Audit Rights. Rhythm shall keep full and true books of accounts and other records in sufficient detail so that the Royalties payable hereunder can be properly ascertained. Rhythm shall, at the request of Camurus, permit a nationally recognized independent certified public accountant selected by Camurus and reasonably acceptable to Rhythm to have access during ordinary business hours, to such books and records as may be necessary to determine the correctness of any Payment Report or payment made under this Agreement or to obtain information as to Royalties and milestones payable in case of failure to report or pay pursuant to the terms of this Agreement. The auditor shall execute a written confidentiality agreement with Rhythm and shall disclose to Camurus only the amount and accuracy of payments reported and actually paid or otherwise payable under this Agreement. The auditor shall send a copy of the report to Rhythm at the same time it is sent to Camurus. Such examination shall be conducted (a) after at least thirty (30) days prior written notice from Camurus, (b) at the facility(ies) where such books and records are maintained, and (c) no more frequently than once in any calendar year or more than once with respect to a particular year. Camurus shall be responsible for expenses for the independent certified public accountant, except that Rhythm shall reimburse Camurus in full thereof if the independent accountant determines the Royalties and milestones paid by Rhythm to Camurus are less than ninety-five percent (95%) of the amount actually owed for the period of the audit. As a condition to any sublicense granted by Rhythm hereunder, Rhythm shall ensure that Camurus has the same audit rights as those described in this Section 5.9 with respect to any such Rhythm Affiliate or Sublicensee.
