BOOKS OF ACCOUNT AND AUDITS Sample Clauses

BOOKS OF ACCOUNT AND AUDITS. VUG shall keep books of account relating to this Agreement and the licensing and distribution of the Partner Product(s) on the same basis and in the same manner and for the same periods as such records are customarily kept by VUG and reasonably sufficient for Interplay to verify VUG's Statements and the Interplay Proceeds due hereunder. Interplay may, upon *** business days' prior written notice to VUG, audit such records, at VUG's offices and at Interplay's expense, with respect to such period as Interplay specifies in its written notice (the "PERIOD"), in order to verify the accuracy of the applicable Statement(s) rendered hereunder for such Period. Any such audit *** shall take place only *** Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") and have been filed separately with the SEC. during reasonable business hours and in a manner so as not to unreasonably interfere with VUG's normal business activities. In that regard, ***. In no event (unless unreasonable delay is caused by VUG or its representatives) shall any audit continue on-site at VUG's offices for longer than *** consecutive business days nor shall such audit continue for more than *** days in the aggregate. Audits shall not be made hereunder more frequently than *** per VUG fiscal year and with a minimum of *** months between each audit, nor shall the records supporting any Statement be audited more than ***. Except to the extent necessary to enforce Interplay's rights hereunder, Interplay and its auditor shall keep all of the information contained in VUG's books and records confidential, shall not use such information for any purpose except verifying the accuracy of the Statements, and shall not reveal such information to any person other than employees, agents and/or representatives of Interplay or its auditor who need to know such information in order for Interplay to verify the accuracy of the Statements and who have agreed to keep such information confidential in accordance herewith. Therefore, VUG may require Interplay's auditor to execute a reasonable non-disclosure agreement before permitting such auditor access to VUG's records. Interplay shall furnish VUG with a copy of Interplay's auditor's report within *** days after the completion of such report. Within *** business days following VUG's receipt of the auditor's report, VU...
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BOOKS OF ACCOUNT AND AUDITS. 8.1 The Licensee shall keep and make available for inspection upon reasonable notice (and shall procure that each End Customer keeps and makes available for inspection upon reasonable notice), both during and for twelve months after termination of this Agreement, proper, detailed books and records relating to (a) the use of all Musical Works and (b) any income or other consideration received by or on behalf of the Licensee in relation to the Licensed Services, together with any supporting documentation relating thereto covering the period up to six years prior to the date of notification of audit. 8.2 For the purposes of this clause 8, the Licensee shall allow upon reasonable notice (and shall procure that each End Customer shall allow) access to its premises to inspect relevant accounting records, but not more than once per annum. The duly authorised representatives of the Licensors shall have such access to the Licensee’s premises and shall be entitled to inspect, make extracts and take copies of any of the information and/or documentation available and to carry out such work as is, in their reasonable opinion, considered necessary to verify compliance with the provisions of this Agreement. 8.3 If tests under any audit and verification process indicate under-payment of the correct Royalty Fee during the period under audit, then, without prejudice to the Licensors’ other rights under this Agreement, the Licensee shall pay the amount of the underpayment plus interest based on the period from which the correct fee should have been paid to the Licensors to the date when it was actually paid (at the rate set out in clause 5.4), 8.4 If any audit and verification process discloses (a) under-payment of more than 7.5% of the correct Royalty Fee during the period under audit and/or
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BOOKS OF ACCOUNT AND AUDITS. 8.1 The Licensee shall keep and make available for inspection upon reasonable notice (and shall procure that each End Customer keeps and makes available for inspection upon reasonable notice), both during and for twelve months after termination of this Agreement, proper, detailed books and records relating to (a) the use of all Musical Works and (b) any income or other consideration received by or on behalf of the Licensee in relation to the Licensed Services, together with any supporting documentation relating thereto covering the period up to six years prior to the date of notification of audit. 8.2 For the purposes of this clause 8, the Licensee shall allow upon reasonable notice (and shall procure that each End Customer shall allow) access to its premises to inspect relevant accounting records, but not more than once per
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BOOKS OF ACCOUNT AND AUDITS. Madacy shall keep books of account relating to the distribution of Video Devices on the same basis and in the same manner and for the same periods as such records are customarily kept by Madacy. MediaNet may, upon reasonable notice and at its own expense, audit the applicable records at Madacy' office, in order to verify statements rendered hereunder. Any such audit shall be conducted only by a certified public accountant or accounting professional, and take place during reasonable business hours and in such manner so as not to interfere with Madacy' normal business activities. However, no audit may be conducted during the first three (3) weeks of any calendar quarter. All of the information contained in Madacy' books and records shall be kept confidential, and MediaNet agrees that such information inspected and/or copied on behalf of MediaNet hereunder shall be used only for the purpose of determining the accuracy of the statements, and shall be revealed only to such officers, directors, employees, agents and/or representatives of MediaNet as necessary to verify the accuracy of the statements. Madacy shall be furnished with a copy of MediaNet's auditor's report within thirty (30) days after the completion of such report. In no event shall an audit with respect to any statement rendered hereunder commence after the date on which such statement has become incontestable pursuant to subsection 4.2 above nor shall any audit continue for longer than ten (10) consecutive business days nor shall audits be made hereunder more frequently than once annually nor shall the records supporting any such statements be audited more than once.
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BOOKS OF ACCOUNT AND AUDITS. (a) Licensee shall keep books of account relating to the distribution of the Products on the basis of generally accepted accounting principles and shall be maintained for a minimum period of two (2) years after the termination of this Agreement. (b) Licensor may upon reasonable notice and at its own expense, audit the applicable records at the registered office of Licensee in order to verify statements rendered. Any such audit shall take place during reasonable business hours and in such a manner so as not to interfere with the normal business activities of Licensee. (c) All information contained in the books and records of Licensee shall be Confidential Information and Licensor agrees that such information inspected and/or copied on behalf of Licensor shall be used only for the purpose of determining the accuracy of the statements and shall be revealed only to such officers, directors, employees, agents and/or representatives of Licensor as is necessary to verify the accuracy of the statements. (d) Licensee shall reimburse Licensor for the full out-of-pocket costs including travel costs and expenses for any audit of the books and records of Licensee that determines a short fall of CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION percent (CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION %) or more in royalties reported for any calendar quarter.
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BOOKS OF ACCOUNT AND AUDITS. Licensee shall keep books of account (the “Books of Account”) relating to Licensee’s commercial use of the Authorized Copy on the basis of generally accepted accounting principles. Licensee shall maintain such Books of Account for a period of at least two (2) years after the expiration or earlier termination of this Agreement; provided, however, that Licensee shall not be required to keep such Books of Account longer than seven (7) years from their date of origination. Id Software may, upon reasonable notice and at its own expense, audit the applicable Books of Account at Licensee’s office, in order to verify the accuracy of Royalty statements rendered hereunder. Any such audit shall take place during reasonable business hours and in such manner so as not to unreasonably interfere with Licensee’s normal business activities. If in an audit of Licensee’s Books of Account it is determined that there is a short fall of ten percent (10%) or more in Royalties reported for any calendar month, in addition to payment of such short fall and interest as may be due, as provided herein, Licensee shall reimburse Id Software for the full out-of-pocket costs of the audit including reasonable travel costs and expenses; provided, however, that the amount of reimbursement paid by Licensee shall not exceed U.S. Fifteen Thousand Dollars ($15,000.00) for any audit.
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BOOKS OF ACCOUNT AND AUDITS. (a) SAND shall keep books of account relating to the distribution of the Products on the basis of generally accepted accounting principles and shall be maintained for a minimum period of two (2) years after the termination of the ISR license agreement. (b) FIST may upon reasonable notice and at its own expense, audit the applicable records at the registered office of SAND in order to verify statements rendered. Any such audit shall take place during reasonable business hours and in such a manner so as not to interfere with the normal business activities of SAND. (c) All information contained in the books and records of SAND shall be kept confidential and FIST agrees that such information inspected and/or copied on behalf of FIST shall be used only for the purpose of determining the accuracy of the statements and shall be revealed only to such officers, directors, employees, agents and/or representatives of FIST as is necessary to verify the accuracy of the statements. (d) SAND shall reimburse FIST for the full out-of-pocket costs including travel costs and expenses for any audit of the books and records of SAND that determines a short fall of ten percent (10%) or more in royalties reported for any calendar quarter.
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Related to BOOKS OF ACCOUNT AND AUDITS

  • Books of Account and Records Proper and complete records and books of account shall be kept or shall be caused to be kept by the Board of Directors or such representatives as it may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the principal executive office of the Company.

  • Books of Accounts The LLC shall maintain proper books of account, which shall comply with all applicable federal income tax regulation and with generally accepted accounting practices as applicable to limited liability companies.

  • Books of Account The Accounting Agent shall maintain the books of account of the Trust and shall perform the following duties in the manner prescribed by the respective Trust’s currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a “Governing Document”) (including the procedures established in the Service Level Agreement): a. Value the assets of each Portfolio using: primarily, market quotations (including the use of matrix pricing) supplied by the independent pricing services selected by the Accounting Agent in consultation with the Trust’s investment adviser (the “Adviser”) and approved by the Board; secondarily, if a designated pricing service does not provide a price for a security that the Accounting Agent believes should be available by market quotation, the Accounting Agent may obtain a price by calling brokers designated by the Adviser, or if the Adviser does not supply the names of such brokers, the Accounting Agent will attempt on its own to find brokers to price the security, subject to approval by the Adviser; thirdly, for securities for which no market price is available, the Valuation Committee overseen by the Board (the “Committee”) will determine a fair value in good faith; or fourthly, such other procedures as may be adopted by the Board. Consistent with Rule 2a-4 under the 1940 Act, estimates may be used where necessary or appropriate. The Accounting Agent is not the guarantor of the accuracy of the securities prices received from such pricing agents and the Accounting Agent is not liable to the Trust for errors in valuing a Portfolio’s assets or calculating the net asset value (the “NAV”) per share of such Portfolio or class when the calculations are based upon inaccurate prices provided by pricing agents. The Accounting Agent will provide daily to the Adviser the security prices used in calculating the NAV of each Portfolio, for its use in preparing exception reports for those prices on which the Adviser has a comment. Further, upon receipt of the exception reports generated by the Adviser, the Accounting Agent will diligently pursue communication regarding exception reports with the designated pricing agents; b. Determine the NAV per share of each Portfolio and/or class, at the time and in the manner from time to time determined by the Board and as set forth in the Prospectus of such Portfolio; c. Prepare the weekly or bi-weekly xxxx-to-market reports and analysis in compliance with Rule 2a-7 for each of the money market portfolios. d. Monitor the triggers used to determine when the ITG fair value pricing procedures may be invoked, as further detailed on attached Exhibit C (the Fair Value Pricing Authorization), and inform the appropriate Federated personnel that triggers had been met. See First Amendment, dated 3/1/11, effective 3/25/11 e. Calculate the net income of each of the Portfolios, if any; f. Calculate realized capital gains or losses of each of the Portfolios resulting from sale or disposition of assets, if any; g. Calculate the expense accruals for each fund/class of shares; h. Determine the dividend factor for all daily dividend funds; i. Maintain the general ledger and other accounts, books and financial records of the Trust, including for each Portfolio, as required under Section 31(a) of the 1940 Act and the rules thereunder in connection with the services provided by State Street j. At the request of the Trust, prepare various reports or other financial documents in accordance with generally accepted accounting principles as required by federal, state and other applicable laws and regulations; and k. Such other similar services as may be reasonably requested by the Trust. The Trust shall provide timely prior notice to the Accounting Agent of any modification in the manner in which such calculations are to be performed as prescribed in any revision to the Trust’s Governing Document. The Accounting Agent shall not be responsible for any revisions to the manner in which such calculations are to be performed unless such revisions are communicated in writing to the Accounting Agent.

  • Records and Books of Account The records and books of account of the Company reflect all material items of income and expense and all material assets, liabilities and accruals, have been, and to the Closing Date will be, regularly kept and maintained in conformity with GAAP applied on a consistent basis with preceding years.

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Keeping of Records and Books of Account The Company shall keep and cause each subsidiary to keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, reflecting all financial transactions of the Company and its subsidiaries, and in which, for each fiscal year, all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its business shall be made.

  • Books, Records and Accounts Custodian acknowledges that all the records it shall prepare and maintain pursuant to this Agreement shall be the property of Fund and that upon request of Fund it shall make Fund's records available to it, along with such other information and data as are reasonably requested by Fund, for inspection, audit or copying, or turn said records over to Fund. Custodian shall, within a reasonable time, render to Fund as of the close of business on each day, a detailed statement of the amounts received or paid and of securities received or delivered for the account of Fund during said day. Custodian shall, from time to time, upon request by Fund, render a detailed statement of the securities and monies held for Fund under this Agreement, and Custodian shall maintain such books and records as are necessary to enable it do so and shall permit such persons as are authorized by Fund, including Fund's independent public accountants, to examine such records or to confirm the contents of such records; and, if demanded, shall permit federal and state regulatory agencies to examine said securities, books and records. Upon the written instructions of Fund or as demanded by federal or state regulatory agencies, Custodian shall instruct any sub- custodian to permit such persons as are authorized by Fund to examine the books, records and securities held by such sub-custodian which relate to Fund.

  • Keeping Books and Records The Borrower will maintain, and will cause each Subsidiary to maintain, proper books of record and account in which full, true, and correct entries in conformity with GAAP shall be made of all dealings and transactions in relation to its business and activities.

  • Checks and Audits The parties of the agreement undertake to provide any detailed information requested by the European Commission, the National Agency of [country] or by any other outside body authorised by the European Commission or the National Agency of [country] to check that the mobility period and the provisions of the agreement are being properly implemented.

  • Accounting, Books and Records The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with GAAP. The books and records shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal place of business: (i) a current list of the full name and last known address of each Member and Assignee set forth in alphabetical order, together with the Capital Contributions, Capital Account and Units of each Member and Assignee; (ii) the full name and address of each Director; (iii) a copy of the Articles and any and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed; (iv) copies of the Company’s federal, state and local income tax and information returns and reports, if any, for the six (6) most recent taxable years; (v) a copy of this Agreement and any and all amendments hereto, together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments hereto have been executed; and (vi) copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years. The Company shall use the accrual method of accounting in the preparation of its financial reports and for tax purposes and shall keep its books and records accordingly.

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