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 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. 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. 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. 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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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. Contractor agrees to cooperate with Veriforce when it conducts audits of Contractor or individuals representing Contractor.
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Related to Cooperation in Audits

  • Cooperation in Prosecution Each Party shall provide the other Party all reasonable assistance and cooperation in the Patent prosecution efforts provided above in this Section 9.3, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution, as well as further actions as set forth below.

  • 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.

  • Regulatory Audits BNY Mellon shall, upon reasonable prior notice when possible, make all books and records available to the applicable Voya or Voya Fund regulators and state government representatives or their designees to audit, evaluate and inspect BNY Mellon’s books and records for Voya and such Voya Fund. BNY Mellon agrees to reasonably cooperate with and assist Voya in meeting any regulatory requirements related to audits or inspections imposed upon Voya to the extent that Voya notifies BNY Mellon of such requirements.

  • 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 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 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.

  • Field Audits The Borrower shall permit the Bank to inspect the Inventory, other Tangible Assets and/or other business operations of the Borrower and each Subsidiary, to perform appraisals of the Equipment of the Borrower and each Subsidiary, and to inspect, audit, check and make copies of, and extracts from, the books, records, computer data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other Collateral, the results of which must be satisfactory to the Bank in the Bank’s sole and absolute discretion. All such inspections or audits by the Bank shall be at the Borrower’s sole expense, provided, however, that so long as no Event of Default or Unmatured Event of Default exists, the Borrower shall not be required to reimburse the Bank for inspections or audits more frequently than once each fiscal year.

  • Reviews (a) During the term of this Agreement and for 7 years after the term of this Agreement, the HSP agrees that the LHIN or its authorized representatives may conduct a Review of the HSP to confirm the HSP’s fulfillment of its obligations under this Agreement. For these purposes the LHIN or its authorized representatives may, upon 24 hours’ Notice to the HSP and during normal business hours enter the HSP’s premises to:

  • Independent Audit The Grantee shall submit, in a format specified by the department, the independent financial compliance audit prepared by an independent Certified Public Accountant for the previous fiscal year. The audit shall follow the General Grant Requirements of Sections VIII (F) and (G) and be submitted no later than March 1 of the current fiscal year.

  • Cooperation in Legal Proceedings During the Employment Period and for a period equal to three (3) years from the effective date of the termination of Executive’s employment, Executive shall, upon reasonable notice, furnish such cooperation, information and assistance to the Bank as may reasonably be required by the Bank or any Affiliate of the Bank in connection with any pending or threatened judicial, administrative or arbitration proceeding or any investigation that is based on events or circumstances in which Executive had personal knowledge or involvement and in which the Bank or any of its Affiliates is or may become a party or target, except for proceedings instituted against Executive by the Bank or any governmental or regulatory authority, or proceedings instituted by Executive against the Bank to enforce the terms of this Agreement or any other duties or obligations of the Bank to Executive. The Bank, or if applicable, its Affiliate, shall reimburse Executive for all reasonable costs and expenses incurred by Executive in providing such cooperation, information and assistance. Unless Executive’s appearance is compelled by a court order or other legal process, Executive shall not be obligated to devote more than two (2) days per calendar month in fulfilling his obligations under this Section 8(d), and the Bank or its Affiliate shall make reasonable accommodations to avoid interfering with any duties that Executive may then have to any client or other employer. Notwithstanding anything to the contrary in this Section 8(d) or this Agreement, while Executive will be encouraged to voluntarily provide sworn testimony where appropriate, Executive shall have no duty to provide sworn testimony in any judicial, arbitration or discovery proceeding except as may be required by any rule of procedure, subpoena or judicial process applicable to or enforceable against Executive, and in no case shall Executive be required to provide any testimony that, in the judgment of Executive, might or could expose him to civil liability or compromise his privilege against self incrimination. Any testimony given by Executive in such a proceeding shall be truthful, but in no event shall the content of any testimony given by Executive in such a proceeding constitute a breach of this Section 8(d) or any other provision of this Agreement. Executive may condition his providing of assistance and testimony hereunder on his receipt of an undertaking from the Bank that it will indemnify him for such actions to the fullest extent permitted by applicable law.

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