Books of Account and Other Records Audits Sample Clauses

Books of Account and Other Records Audits. Licensees will keep accurate books of account and records in accordance with generally accepted accounting principles covering all transactions relating to the rights and licenses granted under this Agreement including sales of Licensed Products. Licensees will also keep accurate books of account and records of their compliance with any and all shipment tracking, identification, anti-counterfeiting systems and labels that Licensors may establish from time to time. Licensors and their authorized representatives will have the right, at their own expense, at all reasonable hours of the day and upon reasonable prior notice, to examine and audit such books of account, documents and records relating to the exploitation of the Licensed Products described in this Agreement. Licensors will have reasonable access to such records for auditing purposes and for the purpose of making extracts and copies. At either Licensor’s request, Licensees will provide an authorized employee to assist in the examination of Licensees’ records. Should an audit by a Licensor establish a deficiency between the amount found to be due to a Licensor and the amount Licensees actually paid or reported, Licensees will pay: (a) the amount of such deficiency (including past due Royalties); (b) any out of pocket expenses incurred as a result of conducting such audit including the cost of the audit if such deficiency is more than [***] of the total Royalties found due; and (c) interest on the overdue royalty amount at the lower of [***] or the highest amount permitted by law, on the gross sum of the unpaid amount from the date such amount should have been paid until the date of payment. Licensees will pay any such amount due as a result of an audit, [***] after receipt of a demand for payment by a Licensor. All such books of account and records maintained by Licensees or their Affiliates will be kept available for at least four (4) years after the expiration or termination of this Agreement. *** Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions.
AutoNDA by SimpleDocs
Books of Account and Other Records Audits. Supplier will keep accurate books of account and records in accordance with generally accepted accounting principles covering all transactions relating to the manufacturing, sourcing, quality control and supplying of the Imported Products, compliance with Specifications, the Prices and Purchasers’ rights under Section 2.10. All such books of account and records maintained by Supplier will be kept available for at least four (4) years after the expiration or termination of this Agreement. Purchasers and their authorized representatives will have the right during the Term, at their own expense, and during business hours and upon reasonable prior notice to Supplier, to examine and audit such books of account, documents and records no more than once every year (i.e. one audit for both Purchasers; not one audit for each Purchaser). Notwithstanding the foregoing, should an audit by Purchasers establish that Purchasers collectively paid more than one-hundred-and-five percent (105%) of what was actually owed under this Agreement or upon Purchasers showing Supplier reasonable cause, Purchasers will have the right to conduct additional audits on an ad-hoc basis. In the event an audit reveals an overpayment by a Purchaser, Supplier will, after receipt of a written payment demand for payment by such Purchaser: (a) issue a credit to such Purchaser in the amount of the overpayment in its next invoice to such Purchaser, and if any portion of such credit remains following the next invoice issued to such Purchaser by Supplier, Supplier will reimburse such Purchaser for the remaining balance; (b) pay the cost of the audit if Purchasers collectively paid more than one-hundred-and-five percent (105%) of what was actually owed to Supplier; and (c) pay (or if applicable, issue a credit for) interest on the overpaid amount at the lower of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the amounts overpaid from the date that is one-hundred and fifty (150) days after the date on which such amounts were paid until the date the invoice was credited or the balance was reimbursed, as applicable. In the event an audit reveals a breach of Supplier’s manufacturing, sourcing, quality control, and supply obligations (including compliance with Specifications) under this Agreement, Supplier will promptly take action to redress any such breach at its own cost.
Books of Account and Other Records Audits 

Related to Books of Account and Other Records 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.

  • 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).

  • 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.

  • 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.

  • 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.

  • 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. (ii) Company (and its duly authorized representatives) shall be entitled to (a) audit such books and records as they relate to the Services performed hereunder, upon reasonable notice to Contractor and during normal business hours, and (b) make copies and summaries of such books and records for its use. If Company discovers an overpayment in the amounts paid by Company to Contractor for any period under audit (an “Audit Overpayment”), Contractor shall promptly pay such Audit Overpayment to Company. In the event that any such Audit Overpayment shall be in excess of five percent (5%) of the aggregate payments made by Company in respect of the applicable period under audit, Contractor shall also reimburse Company for all reasonable costs and expenses incurred by Company in connection with such audit and the collection of the Audit Overpayment. If any such Audit Overpayment shall be in excess of ten percent (10%) of the aggregate payments made by Company in respect of the applicable period under audit, Company shall have the right to re-audit, at Contractor’s expense, Contractor’s books and records for any and all past years (since the commencement of this Agreement). (iii) In the event Contractor determines that it has any inquiries, problems or believes there are errors or discrepancies with respect to any amounts due pursuant to this Agreement, Contractor agrees to give Company written notice thereof within ninety (90) days from the date that the work which gave rise to the inquiry, problem and/or discrepancy, etc. was performed. Contractor’s failure to give Company such notice shall constitute a waiver of any and all rights which Contractor may have to any adjustment, charge or reimbursement by reason thereof.

  • Books and Records; Accountants (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, as the case may be; and (ii) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Loan Parties or such Subsidiary, as the case may be. (b) at all times retain a Registered Public Accounting Firm which is reasonably satisfactory to the Agent and shall instruct such Registered Public Accounting Firm to cooperate with, and be available to, the Agent or its representatives to discuss the Loan Parties’ financial performance, financial condition, operating results, controls, and such other matters, within the scope of the retention of such Registered Public Accounting Firm, as may be raised by the Agent.

  • Record Keeping and Other Information FIIOC and FSC shall create and maintain all records required by all applicable laws, rules and regulations relating to the services to be performed herein, including but not limited to, all applicable records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time. All records shall be the property of the Trust and shall be available for inspection and use by the Trust at all times. Where applicable, such records shall be maintained by FIIOC and FSC for the periods and in the places required by Rule 31a-2 under the 1940 Act, with respect to FIIOC, and by rules under the 1940 Act, with respect to FSC.

  • 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.

  • Books Records and Accounting The General Partner shall keep or cause to be kept books and records with respect to the Partnership's business, which books and records shall at all times be kept at the principal office of the Partnership. Any books and records maintained by the Partnership in the regular course of its business, including the Units Register, books of account and records of Partnership proceedings, may be kept on, or be in the form of, punch cards, disks, magnetic tape, photographs, micrographics or any other information storage device, provided that the records so kept are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on the accrual basis, or on a cash basis adjusted periodically to an accrual basis, as the General Partner shall determine in its sole discretion, in accordance with generally accepted accounting principles and applicable law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!