Books and Records; Audits. Licensee shall prepare and maintain, in such manner as will allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) in which accurate entries will be made covering all transactions, including advertising expenditures, arising out of or relating to this Agreement. Licensee shall keep separate general ledger accounts for such matters that do not include matters or sales related to this Agreement. Licensor and its duly authorized representatives shall have the right, for the duration of this Agreement and for one (1) year thereafter, during regular business hours and upon seven (7) business days advance notice (unless a shorter period is appropriate in the circumstances), to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents, and to make copies of any and all of the above. All such books of account, records, documents and materials shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate. If, as a result of any audit of Licensee's books and records, it is shown that Licensee's payments were less than the amount which should have been paid by an amount equal to *% or more of the payments actually made with respect to sales occurring during the period in question, Licensee shall reimburse Licensor for the cost of such audit and shall make all payments required to be made (along with accrued interest at the rate of *%)) to eliminate any discrepancy revealed by said audit within ten (10) days after Licensor's demand therefore.
Books and Records; Audits. (i) Contractor shall maintain complete and accurate accounting records, and shall retain such records for a period of three (3) years following the date of the invoice to which they relate.
Books and Records; Audits. VITAL shall maintain full and accurate books, records and accounts of all Services rendered pursuant to this Agreement in such a way as to disclose clearly and accurately the nature and detail thereof, including without limitation such accounting information as is necessary to support the reasonableness of charges under this Agreement and such additional information as MCK may reasonably request for purposes of its internal bookkeeping and accounting operations. VITAL shall keep such books, records and accounts insofar as they pertain to the computation of charges hereunder available at its principal offices for audit, inspection and copying by MCK and persons authorized by MCK during reasonable business hours. MCK shall have the right, on two (2) occasions per each twelve (12) month period of this Agreement, to conduct an audit of the relevant books, records and accounts of VITAL upon giving reasonable notice of its intent to conduct such an audit. In the event of such audit, VITAL shall give to the party requesting the audit its cooperation and access to all books, records and accounts reasonably necessary to audit. If during the course of any such audit it is determined that the charges actually invoiced to MCK by VITAL are more than [***] percent greater than the charges which should have been invoiced according to such audit, then VITAL shall (1) pay to MCK the sum of (x) the difference between such audited invoice amount and the amount actually invoiced and (y) interest calculated from the data of the invoice and (2) reimburse MCK for all costs associated with such audit not to exceed the amount of the overcharge. If it is determined that VITAL was underpaid then MCK shall pay to VITAL the amount of the underpayment.
Books and Records; Audits. Licensee shall prepare and maintain, in such manner as shall allow its accountants to audit same in accordance with generally accepted accounting principles, complete and accurate books of account and records (specifically including without limitation the originals or copies of documents supporting entries in the books of account) covering all transactions arising out of or relating to this Agreement. The Company and its duly authorized representatives have the right, during regular business hours, for the duration of this Agreement and for two (2) years thereafter, to audit said books of account and records and examine all other documents and material in the possession or under the control of Licensee with respect to the subject matter and the terms of this Agreement, including, without limitation, invoices, credits and shipping documents. All such books of account, records and documents shall be kept available by Licensee for at least two (2) years after the end of the Annual Period to which they relate.
Books and Records; Audits. Each Party shall keep good and accurate books of account sufficient to permit determination of the amounts due hereunder. Upon written request sent by a Party (in this instance, the “Auditing Party”) to the other Party (in this instance, the “Audited Party”) at the address in Section 13.10, the Audited Party will permit an independent auditing firm selected by the Auditing Party and approved by the Audited Party, such approval not to be unreasonably withheld, to have access during normal business hours to such of the records of the Audited Party as may be reasonably necessary to verify the accuracy of payments relating to amounts paid or payable under this Agreement in respect of any calendar year ending not more than thirty-six (36) months prior to the date of such audit request. Except as described below, all such audits will be conducted at the expense of the Auditing Party and not more than once in each calendar year. In the event the independent auditing firm concludes that additional payments of any kind as required by this Agreement were owed to the Auditing Party during such period, the additional amounts, plus accrued interest as described in the next Paragraph, will be paid within thirty (30) days of the date the Auditing Party delivers to the Audited Party such independent auditing firm’s written report so concluding. The fees charged by such accountant will be paid by the Auditing Party, unless the audit discloses that the amounts that should have been payable by the Audited Party for the financial year or part thereof exceed a minimum of Five Thousand Dollars ($5,000) and are more than five percent (5%, where such 5% also exceeds $5,000) more than the amounts actually paid for such period, in which case the Audited Party will pay the reasonable fees and expenses charged by the independent auditing firm. The Parties agree that all information subject to audit is confidential and that each Auditing Party will cause the independent auditing firm to retain all such information in confidence and report to the Auditing Party only the accuracy or inaccuracy of the reports rendered pursuant to Paragraph 4.7 hereof. XYZ will ensure each Sublicensee is contractually obligated to permit ABC, when the Auditing Party, to conduct an audit of the Sublicensee’s records in accordance with this Section 4.9.
Books and Records; Audits. Borrower shall keep and maintain or cause to be kept and maintained at all times at its offices at the address disclosed on Schedule 4.1, or such other place as Administrative Agent may approve in writing, complete and accurate books of accounts and records with respect to the Underlying Loan and the administration thereof and to provide the financial statements required to be provided to Administrative Agent pursuant to Section 5.1 above. Administrative Agent and its designated agents shall have the right to inspect and copy any of the foregoing and all Records relating to the Underlying Loan in the possession or under the control of Borrower, subject to compliance with Healthcare Laws. Additionally, if an Event of Default exists or if Administrative Agent or any Lender has a reasonable basis to believe that Borrower’s records are materially inaccurate, Administrative Agent and each Lender may, subject to compliance with Healthcare Laws, conduct a joint audit and determine, in such Person’s reasonable discretion, the accuracy of such records and computations.
Books and Records; Audits. Indemnitor shall keep, and will cause each of its Subsidiaries (if any) to keep, complete and accurate books and records of its transactions in accordance with good accounting practices on the basis of GAAP. Indemnitee may, upon thirty (30) days’ written notice to Indemnitor) (but in no event more than once each fiscal year), request that an audit of Indemnitor’s books and records be performed by be performed (at Indemnitee’s sole expense), in order to provide Indemnitee with such assurance as it deems reasonable and necessary with respect to Indemnitor’s financial condition.
Books and Records; Audits. (a) During the Term and for a period of at least seven years thereafter, each of the parties will keep and maintain, and will require each of its Affiliates to keep and maintain, complete and accurate books and records related to its compliance with all terms and conditions of this Agreement (collectively, “Audit Information”).
Books and Records; Audits. Lessee shall maintain separate books and records for the income and expenditures, assets and liabilities, of its use of the Demised Premises and the operation of the Programs. Such books and records shall include separate accounts from its organization wide operations and programs, if applicable. Lessee shall provide Lessor open and regular access to such books and records, as well as the books and records of its organization wide operations and programs, upon the demand of Lessor. Lessee shall furnish Lessor with copies of annual certified independent audits prepared at the expense of the Lessee and certified to the Lessor in accordance with Generally Accepted Auditing Standards by a Connecticut licensed CPA, no later than August 1 of each calendar year after the close of each fiscal or calendar year, as the case may be. Lessee shall furnish Lessor with copies of such certified independent audits as may be otherwise required of it as recipient of State and Federal funding, or otherwise, under the Connecticut Single Audit Act, Circular A-133 of the Office of Management and Budget, the City of Stamford Board of Finance Audit Policy, and the Connecticut Municipal Audit Act.
Books and Records; Audits. Borrowers shall keep and maintain or cause to be kept and maintained at all times at the Projects, or such other place as Administrative Agent may reasonably approve in writing, complete and accurate books of accounts and records adequate to reflect the results of the operation of the Projects and to provide the financial statements required to be provided to Administrative Agent pursuant to Section 6.1 above and copies of all written contracts, material correspondence, and other material documents affecting the Projects. Administrative Agent and its designated agents shall have the right to inspect and copy any of the foregoing. Additionally, if an Event of Default exists or if Administrative Agent or any Lender has a reasonable basis to believe that Borrowers’ records are materially inaccurate, Administrative Agent and each Lender may conduct a joint audit and determine, in such Person’s reasonable discretion, the accuracy of Borrowers’ records and computations, such audit to be at Borrowers’ expense.
