Cooperation in Audits Sample Clauses

Cooperation in Audits. The Seller will cooperate with the Holding Company and make such books and records of the Acquired Company available as may be requested by the independent auditor engaged by the Acquired Company to audit the financial statements of the Acquired Company and in any audit by the Internal Revenue Service, foreign government, State, municipal or other regulatory taxing authority. The period covered by such books and records shall be the fiscal periods required for audit in order to comply with the registration and reporting requirements promulgated under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Internal Revenue Code of 1986, as amended, or State income tax law, as may be the case.
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Cooperation in Audits. The parties agree that all data in the possession of FPS relating to the User shall be subject to examination and audit by examiners of any federal or state agency having jurisdiction over the User, and the User's internal auditor or their designees. Any such federal or state agency or internal auditor shall also have the right to observe the processing of the User's data at FPS' processing center and to ask for and receive from FPS any reports, summaries, or information contained in or derived from such data. FPS will provide verifications and trial balances and will permit programming examination (after normal on-line operation hours) as necessary to meet the User's audit requirements. The User shall pay reasonable charges made for all special programming and all computer usage, in excess of that described in Exhibit "B", which is required in connection with such audits and examinations.
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Cooperation in Audits. The parties shall cooperate in any audits performed by FTA and shall cooperate with and assist the other in the monitoring and auditing program requirements including permitting the other to perform onsite inspections for the program administration/management guidelines, and procedures. This requirement shall include providing the each other with copies of records related to EEO efforts prior to each site visit.
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Cooperation in Audits. Without limiting Purchaser's obligations pursuant to Paragraphs 6.7 (Post-Closing Cooperation) and 10.3 (Cooperation) of the Agreement, Purchaser acknowledges Sellers' current need for assistance from Xxxx XxXxxxx and Xxxx Xxxxxxxxxx in connection with currently pending income tax and gaming tax audits of Sellers' operation of the Business, and Seller's obligation under applicable Gaming Laws to file final financial statements for the Business as conducted by Sellers through and including June 22, 2000. Accordingly, for so long as either may continue to be employed by Purchaser, Purchaser will make Xxxx XxXxxxx and Xxxx Xxxxxxxxxx available for consultation with Sellers and authorize Xxxx XxXxxxx to execute a financial representation letter to Xxxxxx Xxxxxxxx in customary form to the effect that such final statements are true and correct to the best of his knowledge and belief.
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Cooperation in Audits. The parties agree that all data in the possession of GPS relating to User shall be subject to examination and audit by examiners of any federal or state agency having jurisdiction over User. Any such federal or state agency shall also have the right to observe the processing of User’s data at GPS’s processing center and to ask for and receive from GPS any reports, summaries, or information contained in or derived from such data. User shall pay reasonable charges made for all special programming and all computer usage which is required in connection with such audits and examinations. User shall also have the right to observe the processing of its data at GPS’s processing center, subject to reasonable security and operational restrictions imposed by GPS and subject to the condition that in no event will User have access to the data of any other user of GPS. GPS agrees to cooperate in responding to self audits and questionnaires applicable to its services that are required by national and state organizations of which User is a member to the extent such self audits and questionnaires do not require the disclosure of trade secrets and other information that GPS considers to be proprietary or otherwise confidential.
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Cooperation in Audits. The Buyer will cooperate as reasonably requested in an audit by the Seller’s independent accountants of the financial statements of the Business through periods ending on or prior to the fiscal year of the Seller first ending on or after the Effective Time (and, if desired, as of the Closing Date). Without limiting the foregoing, such cooperation shall include providing access to records and personnel, cooperating in verification of accounts receivable and such access to the premises of the Business as is customary in an audit.
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Cooperation in Audits. Contractor agrees to cooperate with Veriforce when it conducts audits of Contractor or individuals representing Contractor.
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Cooperation in Audits. After the Closing, Buyer will cause Company to cooperate fully in an audit by Seller's independent accountants of the financial statements of Company through periods commencing before but ending on or prior to the Closing Date Without limiting the foregoing, such cooperation shall include in providing access to records and personnel and such access to the premises of Company as is customary in an audit.
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Related to Cooperation in Audits

  • Audits No more than once a year, or following unauthorized access, upon receipt of a written request from the LEA with at least ten (10) business days’ notice and upon the execution of an appropriate confidentiality agreement, the Provider will allow the LEA to audit the security and privacy measures that are in place to ensure protection of Student Data or any portion thereof as it pertains to the delivery of services to the LEA . The Provider will cooperate reasonably with the LEA and any local, state, or federal agency with oversight authority or jurisdiction in connection with any audit or investigation of the Provider and/or delivery of Services to students and/or LEA, and shall provide reasonable access to the Provider’s facilities, staff, agents and XXX’s Student Data and all records pertaining to the Provider, LEA and delivery of Services to the LEA. Failure to reasonably cooperate shall be deemed a material breach of the DPA.

  • Cooperation in Litigation Each party hereto will reasonably cooperate with the other in the defense or prosecution of any litigation or proceeding already instituted or which may be instituted hereafter against or by such party relating to or arising out of the use of the Purchased Assets prior to the Effective Date (other than litigation arising out of the transactions contemplated by this Agreement). The party requesting such cooperation shall pay the out-of-pocket expenses (including legal fees and disbursements) of the party providing such cooperation and of its officers, directors, employees, other personnel and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the party providing such cooperation for such party's time spent in such cooperation or the salaries or costs of fringe benefits or similar expenses paid by the party providing such cooperation to its officers, directors, employees, other personnel and agents while assisting in the defense or prosecution of any such litigation or proceeding.

  • Audit Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC.

  • Records Retention Audits CENTOCOR, its Affiliates and Sublicensees shall keep for three (3) years from the date of each payment of royalties complete and accurate records of sales by CENTOCOR and its Affiliates and Sublicensees of each Licensed Product in sufficient detail to allow the accruing royalties to be determined accurately. MORPHOSYS shall have the right for a period of three (3) years after receiving any report or statement with respect to royalties due and payable to appoint an independent certified public accountant reasonably acceptable to CENTOCOR to inspect the relevant records of CENTOCOR and its Affiliates and Sublicensees to verify such report or statement. CENTOCOR and its Affiliates and Sublicensees shall each make its records available for inspection by such independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from MORPHOSYS, solely to verify the accuracy of the reports and payments. Such inspection right shall not be exercised more than once in any calendar year nor more than once with respect to sales of any Licensed Product in any given payment period. MORPHOSYS agrees to hold in strict confidence all information concerning royalty payments and reports, and all information learned in the course of any audit or inspection, except to the extent necessary for MORPHOSYS to reveal such information in order to enforce its rights under this Agreement or if disclosure is required by law, regulation or judicial order. The results of each inspection, if any, shall be binding on both Parties. MORPHOSYS shall pay for such inspections, except that in the event there is any upward adjustment in aggregate royalties payable for any year shown by such inspection of more than […***…] of the amount paid, CENTOCOR shall pay for such inspection. CONFIDENTIAL

  • Cooperation in Drafting The Parties have cooperated in the drafting and preparation of this Agreement. This Agreement will not be construed against any Party on the basis that the Party was the drafter or participated in the drafting.

  • City Audits The CITY may perform an independent audit. Such audits may cover programmatic as well as fiscal matters. GRANTEE will be afforded an opportunity to respond to any audit findings, and have the responses included in the final audit report. Costs of such audits will be borne by the CITY.

  • Cooperation with Investigations You agree to cooperate with us in the investigation of unusual transactions, poor quality transmissions, and resolution of customer claims, including by providing, upon request and without further cost, any originals or copies of items deposited through the Service in your possession and your records relating to such items and transmissions.

  • Records; Audits Merck will keep, and will cause each of the other Selling Parties, as applicable, to keep, and Moderna will keep, adequate books and records of accounting for the purpose of calculating all royalties and other amounts payable by either Party to the other Party hereunder and ensuring each Party’s compliance hereunder. For the [***] following the end of the Calendar Year to which each will pertain, such books and records of accounting (including those of its Affiliates, as applicable) will be kept at each of their principal place of business. At the request of either Party, the other Party will permit (and procure its Affiliates, to permit) an independent certified public accounting firm of internationally recognized standing selected by the auditing Party and reasonably acceptable to the other Party to have access during normal business hours to such of the records as may be reasonably necessary to verify the accuracy of the payments due hereunder for any Calendar Year ending not more than [***] following the end of any Calendar Year. Such examinations may not be conducted more than once in any Calendar Year or be repeated for any Calendar Year. The accounting firm shall disclose to the auditing Party only whether the reports are correct or incorrect and the amount of any discrepancy. No other Confidential Information shall be provided. If such accounting firm correctly identifies a discrepancy made during such period, the appropriate Party shall pay the other Party the amount of the discrepancy within [***] of the date of delivery of such accounting firm’s written report so correctly concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by the auditing Party, provided that if the underpayment or overcharge exceeds [***], the audited Party shall pay the fees. Upon the expiration of [***] following the end of any Calendar Year, absent willful misconduct or fraud by a Party (its Affiliates, as applicable) the calculation of amounts payable with respect to such Calendar Year shall be binding and conclusive upon the Parties, and the Parties shall be released from any liability or accountability with respect to amounts payable for such Calendar Year. The auditing Party shall treat all financial information subject to review under this Section 8.6(c) in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into an acceptable confidentiality agreement with the audited Party obligating it to retain all such Confidential Information in confidence pursuant to such confidentiality agreement.

  • Examinations The Company has not received any notice that any Employee Benefit Plan is currently the subject of an audit, investigation, enforcement action or other similar proceeding conducted by any state or federal agency or authority.

  • Annual Audits Each fiscal year, the School shall provide for an independent annual financial audit conducted in accordance with Generally Accepted Auditing Standards and Governmental Auditing Standards and performed by a certified public accountant (CPA); provided the Commission may establish an alternative reporting requirement in accordance with State law. The Commission shall provide the guidelines and/or scope of the audit or alternative report and may require minimum CPA qualifications or that the School select from a list of qualified CPAs as provided by the Commission. The School shall provide the completed audit or alternative report to the Commission by November 15 after the conclusion of the fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances. The School shall pay for the audit or alternative report if an appropriation is not made by the Legislature for such purpose.

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