Common use of Books and Records; Audit Rights Clause in Contracts

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. ALS shall keep, and shall cause its Affiliates and sublicensees to keep, NeoGenomics will keep books and records that accurately showing all Products manufactured, used or sold under show 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 dueService Revenue. Such books and records shall be preserved for a period three (3) years from the last day of each Calendar Year in which such Service Revenue was realized and shall be open to audit by an independent accounting firm reasonably acceptable to NeoGenomics and Abbott, no more frequently than once in any twelve (12) month period, at reasonable times and under reasonable conditions and upon at least thirty (30) days prior written notice to NeoGenomics. All information contained in NeoGenomics’ books and records shall constitute Confidential Information for purposes of Article 12 of this Agreement and the independent accounting firm will be required to execute a separate confidentiality agreement reasonably acceptable to NeoGenomics that, among other things, shall prohibit such accounting firm from disclosing the identities of any of NeoGenomics’ customers to Abbott, any Affiliate of Abbott or any Third Party. Abbott will use the reports of the independent accounting firm only for the purpose of verifying NeoGenomics’ Service Revenue for the applicable period. Once audited, the books and record shall be closed for the applicable Calendar Year(s) and may not be audited again pursuant to this Section 3.9. The costs of such an audit shall be borne by Abbott; provided, however, that, if such audit determines that the Service Revenue reported by NeoGenomics for the audited Calendar Year(s) is at least ten percent (10%) more than the Service Revenue determined by the auditor for such Calendar Year(s), then NeoGenomics will promptly reimburse Abbott for the costs of such audit. Xxxxxx’x right to audit a specific Calendar Year will terminate three (3) years after the date last day 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 Agreementsuch Calendar Year.

Books and Records; Audit Rights. ALS (a) Lessee shall keepat all times during the Term of this Ground Lease keep and maintain (separate from any of Lessee's other books, records and accounts), and shall cause the Asset 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 Asset Manager) may make such reasonable modifications in such books of account as are consistent with standard practice in accounting for its Affiliates operations under management contracts generally. Lessor and sublicensees its representatives shall have, during normal business hours and upon reasonable advance notice, access to keep, inspect the books and records accurately showing all Products manufacturedof Xxxxxx and the Asset Manager pertaining to the Revenues and Expenses of the Premises, used or sold under including, without limitation, books of account properly reflecting the terms operations of this Agreementthe Premises, which books and records shall be kept at its principal place of business. The relevant portions 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 open delivered 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 AgreementLessee). Such audit, conducted no more than one right of inspection and audit may be exercised at any 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 within three (3) years after the end of the Lease Year to which such books and records relate, and Xxxxxx and Asset 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 Asset 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 Asset 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 for any Lease Year for which Annual Financial Statements are being audited pursuant to this Section, the amounts of any such underpayments of Net Available Cash Flow which may be disclosed by such audit, together with interest thereon at the Default Rate from the date(s) on which such underpayment(s) should have been paid until the date of payment thereof, shall be paid to Lessor from amounts in the royalty payment Surplus Fund under the Indenture in accordance with the following year’s Annual Budget which allows for the Project to achieve the necessary Fixed Charges Coverage Ratio or (ii) an error (as defined in clause (i) above) shall be revealed which they pertainresulted in an overpayment by Lessee to Lessor of Net Available Cash Flow, Lessor shall remit the amount of such overpayment (less the cost of such audit) to Lessee within thirty (30) days after the completion of such audit. If Lessor does not notify Lessee of any error in the calculation of Net Available Cash Flow within three (3) years after the end of any Lease Year, then Lessor shall be deemed to have conclusively waived any and no audit may be conducted all objections with respect to royalties due in any calendar year Net Available Cash Flow payments with respect to such Lease Year. DRAFT (c) Notwithstanding any of the foregoing provisions of this Section, so long as Lessor is the City or any instrumentality of the City, the following provisions shall be applicable to the books and records of the Project, the Annual Financial Statements, the Annual Budget and any other documents (collectively, the “Project Documents”) required to be delivered or made available to Lessor under this Ground Lease: (i) All Project Documents shall be made available to Lessor and its representatives as provided above. (i) If a copy of any Project Document is made by Lessor or any of its representatives and delivered to Lessor’s offices and Lessee believes that such Project Document may contain proprietary or confidential information of the Lessee that is more exempt from public records disclosure under Florida law, there shall be attached to the front of the first page of such Project Document a sheet of paper bearing the legend set forth below in capital letters and in a type size not less than two (2) years preceding the calendar year in which the audit is being conductedthat provided below: THE ATTACHED DOCUMENT CONTAINS BUSINESS OR FINANCIAL INFORMATION. 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 AgreementTHE ATTACHED DOCUMENT SHALL BE SUBJECT TO PUBLIC RECORDS DISCLOSURE, SOLELY IN ACCORDANCE WITH APPLICABLE LAW.

Books and Records; Audit Rights. ALS shall keep, and shall cause its Affiliates and sublicensees to keep, NeoGenomics will keep books and records that accurately showing all Products manufactured, used or sold under show 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 dueService Revenue. Such books and records shall be preserved for a period three (3) years from the last day of each Calendar Year in which such Service Revenue was realized and shall be open to audit by an independent accounting firm reasonably acceptable to NeoGenomics and Abbott, no more frequently than once in any twelve (12) month period, at reasonable times and under reasonable conditions and upon at least thirty (30) days prior written notice to NeoGenomics. All information contained in NeoGenomics’ books and records shall constitute Confidential Information for purposes of Article 12 of this Agreement and the independent accounting firm will be required to execute a separate confidentiality agreement reasonably acceptable to NeoGenomics that, among other things, shall prohibit such accounting firm from disclosing the identities of any of NeoGenomics’ customers to Abbott, any Affiliate of Abbott or any Third Party. Abbott will use the reports of the independent accounting firm only for the purpose of verifying NeoGenomics’ Service Revenue for the applicable period. Once audited, the books and record shall be closed for the applicable Calendar Year(s) and may not be audited again pursuant to this Section 3.9. The costs of such an audit shall be borne by Abbott; provided, however, that, if such audit determines that the Service Revenue reported by NeoGenomics for the audited Calendar Year(s) is at least ten percent (10%) more than the Service Revenue determined by the auditor for such Calendar Year(s), then NeoGenomics will promptly reimburse Abbott for the costs of such audit. Axxxxx’x right to audit a specific Calendar Year will terminate three (3) years after the date last day 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 Agreementsuch Calendar Year.

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 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. ALS Abbott shall keep, and shall cause its Affiliates and sublicensees to keep, keep books and records accurately showing all Products manufactured, used or sold under the terms of this Agreement. The relevant portions of such 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, ABS solely for the purposes of determining the correctness of the royalties payable paid 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 ----------- ***Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to customary Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 8 to suitable confidentiality provisions. In the event an audit shows a deficiency to be due, ALS Abbott shall immediately pay such deficiency along with the reasonable costs and expenses expense of the audit if the deficiency is more than five ten percent (510%) of the amount due during such audited period. If the audit shows that an excess was paid, ALS may Abbott shall be entitled to deduct the amount of such excess from the payment due for the next payment duecalendar quarter. 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.