Buyer Audit Rights. In addition to any audit rights provided under the EEI Agreement, Seller shall, during the Term as may be requested by Buyer, provide documentation (which may include, for example, meter data as recorded by a meter approved by the Project’s governing Balancing Authority) sufficient to demonstrate that the Product has been conveyed and delivered to Buyer.
Buyer Audit Rights. In addition to any audit rights provided under the Master Agreement, Seller shall, upon the Confirmation Effective Date and continuing until the end of the Delivery Period, provide documentation (which may include, for example, WREGIS reports) sufficient to demonstrate that Product has been conveyed and delivered to Buyer.
Buyer Audit Rights. Seller agrees to maintain its books, records, documents, computerized records, projections and other supporting date in accordance with generally accepted accountingprinciples and practices which properly reflect all direct and indirect elements of cost of whatever nature whether incurred or anticipated to be incurred for the performance of any work hereunder or anticipated work hereunder for same or similar Goods and documents. Seller agrees to make such Documents available for inspection, audit reproduction and retention by any authorized representative of Buyer or at Buyer’s option, the Government department or agency having jurisdiction.
Buyer Audit Rights. Seller agrees that Buyer or any of its duly authorized representatives shall have access to and the right to reasonably perform routine audits on any pertinent design, manufacturing, or quality systems, and associated documentation, provided that Buyer shall provide Seller with five (5) business days' prior written notification and require two (2) business days or less to complete. Such audits shall occur at most once every six (6) month period, provided that, in the event Buyer discovers a major non-conformance, there shall not be any continuing limitation on the number of audits that Buyer may undertake, provided that such additional audits are requested by Buyer in good faith and Buyer clearly identifies in writing to Seller its reasons for conducting such additional audit and the proposed scope of such audit. In the event Buyer discovers a major non-conformance that is attributable to one of Seller's Suppliers, Seller shall use its commercially reasonable efforts to obtain such Supplier's consent to affording Buyer access to such Supplier's facility so that Buyer may review such major non-conformance. Buyer and Seller shall each incur all of its own costs in connection with routine audits. [***] Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request. EXHIBIT 10.22 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24B-2 CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. If, as a result of any of the aforesaid audits, Buyer becomes aware that the production, packaging and/or quality systems and processes of Seller would result in a major non-conformance, Buyer shall promptly notify Seller about such non-conformance and Seller herewith undertakes to rectify all major non-conformances in production, packaging or quality systems and processes. Without limiting the generality of the foregoing, in the event that the major non-conformance relates to the quality systems or processes of Seller, Buyer shall be entitled to conduct a source inspection in order to determine the specific issues relating to the major non-conformance.
Buyer Audit Rights. Buyer shall have the right, at least [*] (if without cause and without restriction for cause, as set forth in Section 5(4) below), to audit the facilities used by Sellers to provide Services under this Agreement and which are owned and/or controlled by Sellers, including, but not limited to, any manufacturing, production, storage, distribution, laboratory, and shipping sites. Buyer shall contact in writing Sellers with a request to audit and shall provide reasonable written [*] and, upon arrival, Buyer shall follow any reasonable requests by Sellers to conduct the audit safely and in a compliant manner. Subject to agreed confidentiality obligations imposed, or to be imposed, on all involved parties, Buyer may be accompanied by any external technical experts or consultants Buyer deems appropriate to the extent these persons sign confidentiality agreements with Sellers or, in Seller’s sole discretion, any such external technical [*] = Indicates confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. experts or consultants shall be deemed employees of Buyer, and Buyer shall be responsible for such persons to the same extent as Buyer is responsible for adherence to its confidentiality obligations hereunder. Sellers shall cooperate with Buyer, , in allowing and performing the audit, subject to normal business hours and not on official government holidays; provided, however, it being agreed and understood that during any such audit, Buyer and any such persons shall be accompanied by Sellers’ staff at any time. Buyer is responsible for its direct costs of performing the audit.
Buyer Audit Rights. Seller agrees that Buyer or any of its duly authorized representatives shall have access to and the right to reasonably perform routine audits on any pertinent design, manufacturing, or quality systems or processes, and associated documentation provided that Buyer shall provide Seller with 5 working days prior notification. Buyer and Seller shall incur all of its' own costs in connection with routine audits.
Buyer Audit Rights. Seller agrees that Buyer or any of its duly authorized representatives shall have access to and the right to reasonably perform routine audits on any pertinent design, manufacturing, or quality systems or processes, and associated documentation provided that Buyer shall provide Seller with 5 working days prior written notification. Such audits shall occur at most once every 12-month period and require 2 business days or less to complete; provided, however, that this limitation shall not apply in the event of an audit or inspection required by the FDA or any other governmental or regulatory agency. Buyer and Seller shall incur all of its’ own costs in connection with routine audits.
Buyer Audit Rights. Sellers shall permit Buyer or its authorized representatives to enter Sellers’ customer service centers or other call centers upon reasonable request and at reasonable intervals during normal business hours to inspect and audit all the Sellers’ relevant operations, procedures and records including records relating to call volumes, response times and other quality assurance related items as they pertain to the Transferred Assets. Sellers shall also permit Buyer to inspect those records relevant to Sellers’ service of the Customer Access Lines during normal working hours to the extent necessary to evaluate Sellers’ compliance with the terms of its covenants on other obligations under this Agreement.
Buyer Audit Rights. To the extent not otherwise delivered to Buyer in accordance with this Agreement, Seller shall make commercially reasonable efforts to (i) retain all existing books and records relating to the shorter of (a) the three (3) year period prior to Closing or (b) the period prior to Closing that Seller had title to the applicable Hotel (the “Past Audit Period”), with respect to each Hotel, its ownership or its operations for no less than eighteen (18) months after the Closing and (ii) make the same available to Buyer for such eighteen (18) month period after the Closing for inspection, copying, audit, and filing (including, without limitation, any publication required pursuant to such filing provided that Auditor’s (as defined below) consent is also obtained) by Buyer or the Auditor to the extent required by the SEC, NYSE, or pursuant to other applicable federal or state securities laws, rules or regulations in connection with any filings Buyer or its Affiliates are required to make with the SEC, NYSE, or pursuant to other applicable federal or state securities laws, rules or regulations (other than materials subject to the attorney-client privilege), provided that such activities do not unreasonably interfere with the conduct of the business of Seller or its Affiliates, and (iii) cooperate in all reasonable respects with the efforts of Buyer and its Affiliates to prepare audited financial statements, including footnotes to such audited financial statements, for the Past Audit Period; provided, however, that Buyer shall reimburse Seller, promptly upon Seller’s request, for any actual costs incurred by Seller or its Affiliates in making such books and records available to Buyer. Seller shall provide a management representations letter in a form required by Buyer’s accountants, which shall be Deloitte or another nationally recognized accounting firm (the “Auditor”), in connection with any audit. The terms of this Section 14(j) shall survive the Closing.
