Books, Records and Audit Rights. During the Term of this Agreement and for one (1) year thereafter, the Company shall maintain proper records and books of account prepared using consistent accounting principles relating to the computation of payments owed and costs charged to the Company. The Company, for accounting and income tax purposes, shall operate on a Fiscal Year ending December 31 of each year, and shall make such income tax elections and use such methods of depreciation as shall be determined by the Manager. The books and records of the Company shall be maintained at the principal place of business of the Company. The Manager shall make the Company books and records available for inspection and copying by any Member at reasonable times during normal business hours upon at least forty-eight (48) hours prior notice.
Books, Records and Audit Rights. During the Term of this Agreement and for one (1) year thereafter, the Fund shall maintain proper records and books of account prepared using consistent accounting principles relating to the computation of payments owed and costs charged to the Fund. The Fund, for accounting and income tax purposes, shall operate on a Fiscal Year ending December 31 of each year, and shall make such income tax elections and use such methods of depreciation as shall be determined by the Manager. The books and records of the Fund shall be maintained at the principal place of business of the Fund. The Manager shall make the Fund books and records available for inspection and copying by any Member at reasonable times during normal business hours upon at least forty-eight (48) hours prior notice.
Books, Records and Audit Rights. Chiesi and its respective Affiliates and sub-distributors (as applicable) shall maintain accurate books and records regarding sales of the Product in accordance with International Financial Reporting Standards (IFRS) or generally accepted accounting principles (GAAP) consistently applied by Chiesi in sufficient detail to enable Kamada to monitor compliance by Chiesi with the terms of this Agreement. Chiesi shall maintain or cause to be maintained such books and records for a period of [*****] years following the applicable activity. Kamada shall have the right to inspect such books and records for the purpose of verifying the payments provided for in this Agreement for the preceding [*****] at reasonable intervals (but no more frequently than once in any [*****] period) and upon not less than [*****] prior written notice. Upon receipt of written notice, Chiesi and Kamada shall confer to agree upon an acceptable date for the audit, taking into account normal activities of Chiesi’s finance function (e.g., quarter end and year end activities). Such inspections shall be performed by an independent certified public accountant selected by Kamada and reasonably acceptable to Chiesi. All expenses related to such inspection shall be borne by Kamada; provided that if any such inspection reveals any underpayment by Chiesi to Kamada in respect of any year of the Agreement in an amount exceeding [*****] of the amount actually paid by Chiesi to Kamada in respect of such year, then Chiesi shall (in addition to paying Kamada the shortfall), bear the costs of such inspection. Any deficiencies in payment shall be immediately due and payable by Chiesi to Kamada. Any independent certified public accountant engaged by Kamada to conduct the audit pursuant to this Section 5.7 shall sign a confidentiality agreement acceptable to Chiesi prior to any such audit and shall only report those findings of the examination to Kamada as are necessary to validate that payments are tracked, calculated and made in accordance with this Agreement.
Books, Records and Audit Rights. Each of XXX and SRP shall keep ------------------------------- and maintain adequate books and records relating to services provided by, revenues generated from, and costs expended with respect to the System. Each party shall have the right, upon reasonable notice and during normal business hours to: (a) audit the other's books and records pertaining to the operation and performance of the System; (b) compare the System's operation to applicable Minimum Performance Standards, budgets and the Base Case Financial Model; and (c) monitor compliance with the terms, covenants and conditions of this Agreement. The Coordinating Committee shall develop and approve accounting and auditing procedures relating to the System, which procedures shall be consistent with Generally Accepted Accounting Principles. The Coordinating Committee shall develop standards for capitalization which will reasonably standardize the capitalization procedures (with respect to the capitalization determinations under this Agreement) of XXX and SRP.
Books, Records and Audit Rights. BIOMET and its respective Affiliates (as applicable) shall maintain accurate books and records regarding sales of the Product in accordance with U.S. generally accepted accounting principles consistently applied by BIOMET in sufficient detail to enable Net Sales of the Product to be determined and to otherwise enable INNOCOLL to determine compliance by BIOMET with the terms of this Agreement. BIOMET shall, upon thirty (30) days’ written notice, permit one or more auditors appointed by mutual agreement of the parties to enter upon the premises of BIOMET during usual business hours of BIOMET in order to examine records pertaining to this Agreement for the preceding two (2) years, including invoices which are relevant to this Agreement. The auditors shall Confidential Materials omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential portions are marked: [ *** ] agree to be bound by the confidentiality provisions of below. Said auditor(s) shall provide INNOCOLL with the Net Sales calculation of BIOMET so that payments owned may be verified. ***
Books, Records and Audit Rights. (a) The Principals, in their --------------------------------- capacities as directors and executive officers of Kronos, shall cause Kronos to keep complete, accurate, and secure original physical and electronic books and records of all financial, business, legal, and other transactions. Financial books and records shall be made, kept, and maintained on a calendar year basis in accordance with generally accepted accounting principles applied on a consistent, uniform, and non-discriminatory basis and applicable to the Corporate Business.
Books, Records and Audit Rights. Each party and its respective Affiliates shall maintain accurate books and records in accordance with GAAP regarding sales or production of the Product by such party (or the Product manufacturer) and its Affiliates in sufficient detail to enable Net Sales or Manufacturing Costs of the Product to be determined and to otherwise enable each party to monitor compliance by the other with the terms of this Agreement. Each party shall maintain such books and records for a period of three (3) years following the applicable activity. Each party shall have the right to inspect such books and records for the purpose of compliance with this Agreement, including verification of Net Sales and Manufacturing Costs, at reasonable intervals (but no more frequently than once in any twelve (12) month period) and upon reasonable prior notice. Such inspections shall be performed by an independent certified public accountant, recognized nationally in the United States, selected by the inspecting party and approved by the party being inspected, which approval shall not be unreasonably withheld. All expenses of such inspection shall be borne by the inspecting party; provided, however, that if such inspection shall reveal an discrepancy (an underpayment in the case of Net Sales and an overcharging in the case of Manufacturing Costs) of more than [*], then the party being inspected shall pay the reasonable fees charged by such independent auditor in connection with such inspection. Any deficiencies (in the case of Net Sales) or overpayment (in the case of Manufacturing Costs) shall be immediately due and payable together with interest at the rate of the lesser of, [*] per annum, or the maximum rate permitted by law, from the date or dates such amounts should have been paid (in the case of Net Sales) or were paid (in the case of Manufacturing Costs). Any independent certified public accountant engaged by a party shall sign a confidentiality agreement reasonably acceptable to the other party prior to any audit and shall then have the right to examine the records kept pursuant to this Agreement and report findings (but not the underlying data) of the examination to the inspecting party as is necessary to evidence that records were or were not maintained and used in accordance with this Agreement.
Books, Records and Audit Rights. 13.1 Nova shall keep and maintain books and records for the establishment, operation and provision of the Retail Services and the Management Services in accordance with generally accepted accounting principles which accurately reflect the Gross and Net Sales revenue, expenses, accounts payable, accounts receivable, balance and income statements of Nova. Sears shall have the right, at any reasonable time, and for a period of two (2) years after the expiration or any other termination of this Agreement, to review and audit the books and records of Nova to determine compliance with this Agreement.
Books, Records and Audit Rights. Developer or its agents may audit ------------------------------- the books and records of ACCPAC as they relate to any sales activity reports and any payments due from ACCPAC to Developer hereunder in order to verify the accuracy of same. Developer may review such items only within one (1) year of the dates of such reports, and only once per reporting period, during ACCPAC's normal business hours upon reasonable notice of at least ten (10) business days. The cost of the audit(s) will be borne by Developer, and any undisputed discrepancy brought to ACCPAC's attention shall be corrected within thirty (30) days. ACCPAC shall maintain such books and records for a period of one (1) year following the applicable sales activity reports.
Books, Records and Audit Rights
