Developer Records; Audit Sample Clauses

Developer Records; Audit. Developer shall maintain books and records reasonably sufficient to permit verification of any payments of the Fig Share and the use of the Fig Funds toward development, marketing, publishing and operation of the Licensed Game. Fig shall be permitted to examine these books and records, directly or by its representative, such examination to occur during regular business hours, upon reasonable notice of not less than one (1) week, and in a manner that is not unreasonably disruptive to Developer’s business. In the event any such inspection reveals that Developer has failed to pay or underpaid any amounts of the Fig Share or spent any amount of the Fig Funds for any purpose unrelated to the development, marketing, publishing or operation of the Licensed Game, then Developer will (i) in the case of any underpaid payment of the Fig Share, immediately pay the underpaid amount upon demand or (ii) in the case of misused Fig Funds, immediately return to Fig such amount shown to be misused, upon written demand from Fig; any such repayment of Fig Funds shall not affect the allocation of the Fig Share resulting from the Fig Funds previously paid to Developer by Fig. Such payments will also include interest calculated from the date such payments were originally due at the rate of the lower of (i) One and One-Half Percent (1.5%) per month, or (ii) the maximum rate permitted by law.
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Developer Records; Audit. Developer shall maintain books and records reasonably sufficient to permit verification of any payments of Fig Shares or the use of the Fig Funds toward development of the Licensed Game. Fig shall be permitted to examine these books and records, such examination to occur during regular business hours, upon reasonable notice, and in a manner that is not disruptive to the examined Developer’s business. In the event any such inspection reveals that Developer has underpaid any payments of Fig Shares or spent any material part of the Fig Funds for purposes unrelated to the development, marketing or publishing of the Licensed Game, then Developer will (i) in the case of underpaid payments of Fig Shares, immediately pay the underpaid amounts upon demand or (ii) in the case of misused Fig Funds, immediately return to Fig such amount that is verified to be misused, upon written demand from Fig; any such repayment of Fig Funds shall not affect the allocation of Fig Share (as defined in Section 2.3.2) resulting from the Fig Funds paid to Developer by Fig. Such payments will also include interest calculated from the date such payments were originally due at the rate of the lower of (i) One and One Half Percent (1.5%) per month, or (ii) the maximum rate permitted by law. 2.5.1.1. In addition to the foregoing remedy, Fig may sell, and have full rights and license to sell at Fig’s sole discretion, an amount of Fig Keys through any Distributor, and retain 100% of the sales receipts of those sales, that is sufficient to offset the underpaid amount.
Sample 1Sample 2Sample 3
Developer Records; Audit. Developer shall maintain books and records reasonably sufficient to permit verification of any payment of Fig Shares or the use of the Fig Funds or Advances toward the development, marketing or publishing of the Licensed Game. Fig shall be permitted to examine these books and records, such examination to occur during regular business hours, upon reasonable notice, and in a manner that is not disruptive to the examined Developer’s business. In the event any such inspection reveals that Developer has underpaid any payment of Fig Shares or spent a majority of the Fig Funds or Advances for purposes unrelated to the development, marketing or publishing of the Licensed Game, then Developer will (i) in the case of underpaid payment of Fig Shares, immediately pay the underpaid amounts upon demand, or (ii) in the case of misused Fig Funds, immediately return to Fig such amount that is verified to be misused, upon written demand from Fig; any such repayment of Fig Funds shall not affect the allocation of the Fig Share (as defined in Section 2.3.2) resulting from the Fig Funds paid to Developer by Fig; provided that the reduced Fig Funds amount after such refund will be used in the calculation. Such payments will also include interest calculated from the date such payments were originally due at the rate of the lower of (i) One Percent (1.0%) per month, or (ii) the maximum rate permitted by law. 2.5.1 In addition to the foregoing remedy, Fig may sell, and have full rights and license to sell at Fig’s sole discretion, an amount of Fig Keys through any Distributor, and retain 100% of the sales receipts of those sales, that is sufficient to offset the underpaid amount.
Sample 1Sample 2
Developer Records; Audit. During the Term and for one (1) year thereafter, Developer shall maintain books and records reasonably sufficient to permit verification of any payments of the Fig Share and the use of the Fig Funds toward development, marketing, publishing and operation of the Licensed Game. Fig shall be permitted to examine these books and records, directly or by its representative, such examination to occur during regular business hours, upon reasonable notice of not less than one (1) month, and in a manner that is not unreasonably disruptive to Developer’s business. Fig shall not audit the same records more than once. In the event any such inspection reveals that Developer has failed to pay or underpaid any amounts of the Fig Share or spent any amount of the Fig Funds for any purpose unrelated to the development, marketing, publishing or operation of the Licensed Game, then Developer will (i) in the case of any underpaid payment of the Fig Share, immediately pay the underpaid amount upon demand or (ii) in the case of misused Fig Funds, immediately return to Fig such amount shown to be misused, upon written demand from Fig; any such repayment of Fig Funds shall not affect the allocation of the Fig Share resulting from the Fig Funds previously paid to Developer by Fig. Such payments will also include interest calculated from the date such payments were originally due at the rate of the lower of (i) One and One-Half Percent (1.5%) per month, or (ii) the maximum rate permitted by law.
Sample 1Sample 2
Developer Records; Audit. Developer shall maintain books and records reasonably sufficient to permit verification of any payments of Fig Shares or the use of the Fig Funds toward development of the Licensed System. Fig shall be permitted to examine these books and records, such examination to occur during regular business hours, upon reasonable notice of not less than one week, and in a manner that is not disruptive to the examined Developer’s business. In the event any such inspection reveals that Developer has underpaid any payments of Fig Shares or spent any material part of the Fig Funds for purposes completely unrelated to the development, marketing or publishing of the Licensed System, then Developer will (i) in the case of underpaid payments of Fig Shares, immediately pay the underpaid amounts upon demand or (ii) in the case of misused Fig Funds, immediately return to Fig such amount that is verified to be misused, upon written demand from Fig; any such repayment of Fig Funds shall not affect the allocation of Fig Share resulting from the Fig Funds paid to Developer by Fig. Such payments will also include interest calculated from the date such payments were originally due at the rate of the lower of (i) One and One-Half Percent (1.5%) per month, or (ii) the maximum rate permitted by law.
Sample 1
Developer Records; Audit. Developer and Fig shall each maintain books and records reasonably sufficient to permit verification of any payments of the Fig Share and Developer Royalty, and the use of the Fig Funds toward development, marketing, publishing and operation of the Licensed Game. Each Party shall be permitted to examine these books and records, directly or by its representative, such examination to occur during regular business hours, upon reasonable notice of not less than one (1) week, and in a manner that is not unreasonably disruptive to audited Party’s business. In the event any such inspection reveals that the audited Party has failed to pay or underpaid any amounts to the auditing Party, or spent any amount of the Fig Funds for any purpose unrelated to the development, marketing, publishing or operation of the Licensed Game, then the audited Party will (i) in the case of any underpaid payment, immediately pay the underpaid amount upon demand or (ii) in the case of misused Fig Funds, immediately return to Fig such amount shown to be misused, upon written demand from Fig; any such repayment of Fig Funds shall not affect the allocation of the Fig Share resulting from the Fig Funds previously paid to Developer by Fig. Such payments will also include interest calculated from the date such payments were originally due at the rate of the lower of (i) One and One-Half Percent (1.5%) per month, or (ii) the maximum rate permitted by law.
Sample 1
Developer Records; Audit. Developer shall maintain books and records reasonably sufficient to permit verification of any payments of the Fig Share and the use of the Fig Funds toward development, marketing, publishing and operation of the Licensed Game. Fig shall be permitted to examine these books and records, directly or by its representative, such examination to occur during regular business hours, upon reasonable written notice of not less than thirty (30) days, and in a manner that is not unreasonably disruptive to Developer’s business. Such inspection shall occur no more often than once per year during the Term. In the event any such inspection reveals that Developer has failed to pay or underpaid any amounts of the Fig Share or spent any amount of the Fig Funds for any purpose entirely unrelated to the development, marketing, publishing or operation of the Licensed Game, then Developer will not be in breach of its obligations pursuant to this Agreement unless having agreed in writing that such a deficiency exists and following 30 (thirty) days written notice from Fig it shall have failed to make payment of such following sums: (i) any underpaid payment of the Fig Share, or (ii) any misused Fig Funds; any such repayment of Fig Funds shall not affect the allocation of the Fig Share resulting from the Fig Funds previously paid to Developer by Fig.
Sample 1
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Related to Developer Records; Audit

  • Records; Audit Purchaser will, and will cause its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

  • 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.

  • 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.

  • Records; Audit Rights Xxxxxx shall keep and maintain for [*****] years complete and accurate records of Development Costs incurred with respect to Co-Developed Products in sufficient detail to allow confirmation of same by Enanta. Enanta shall have the right for a period of [*****] years after such Development Cost is reconciled in accordance with Section 5.2 to inspect or audit, or to appoint, at its expense, an independent certified public accountant reasonably acceptable to Xxxxxx to inspect or audit, the relevant records of Xxxxxx and its Affiliates to verify that the amount of such Development Costs was correctly determined. Xxxxxx and its Affiliates shall each make its records available for inspection or audit 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 Enanta, solely to verify that Development Costs hereunder were correctly determined; provided that Enanta shall not have the right to inspect or audit any Calendar Year more than [*****] or more than [*****] years after the end of such Calendar Year or to conduct more than [*****] such audit in any [*****] month period. All records made available for inspection or audit shall be deemed to be Confidential Information of Xxxxxx. The results of each inspection or audit, if any, shall be binding on both Parties. In the event there was an error in the amount of Development Costs reported by Xxxxxx hereunder, (a) if the amount of Development Costs was over-reported, Xxxxxx shall promptly (but in any event no later than [*****] days after Xxxxxx’x receipt of the independent accountant’s report so concluding) make payment to Enanta of the over-reported amount and (b) if the amount of Development Costs was underreported, Enanta shall promptly (but in any event no later than [*****] days after Enanta’s receipt of the independent accountant’s report so concluding) make payment to Xxxxxx of the underreported amount. Enanta shall bear the full cost of such audit unless such audit discloses an over-reporting by Xxxxxx of more than [*****] of the aggregate amount of Development Costs reportable in any Calendar Year, in which case Xxxxxx shall reimburse Enanta for all costs incurred by Enanta in connection with such inspection or audit.

  • Books and Records; Audit Rights (a) Tenant shall maintain for a period of five (5) years after the Expiration Date, or, in the event of a claim by City, until such claim of City for payments hereunder shall have been fully ascertained, fixed and paid, separate and accurate daily records of Gross Revenues, whether for cash, credit, or otherwise. Tenant must require each subtenant, concessionaire, licensee, and assignee to maintain the same records. All such books and records shall be kept in accordance with “generally accepted accounting principles”, consistently applied, showing in detail all business done or transacted in, on, about or from or pertaining to the Premises, and Tenant shall enter all receipts arising from such business in regular books of account, and all entries in any such records or books shall be made at or about the time the transactions respectively occur. The books and source documents to be kept by Tenant must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially pre-numbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers,

  • Records, Audits and Reports The Company shall maintain at its principal office the Company’s records and accounts of all operations and expenditures of the Company including the following: 9.1 A current list in alphabetical order of the full name and last known business or resident address of the Member, together with the Capital Contribution and the share in profits and losses of the Member; 9.2 A copy of the Certificate of Formation and all amendments thereto, together with any powers of attorney pursuant to which the Certificate of Formation or any amendments thereto were executed; 9.3 Copies of the Company’s Federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years; 9.4 Copies of this Agreement and any amendments thereto together with any powers of attorney pursuant to which any written accounting or any amendments thereto were executed; 9.5 Copies of any financial statements of the Company, if any, for the six most recent years; and 9.6 The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four fiscal years.

  • Books, Records and Regulatory Filings (a) The Sub-Adviser agrees to maintain and to preserve for the applicable periods any such records as are required to be maintained by the Sub-Adviser with respect to the Fund by the 1940 Act and rules adopted thereunder, and by any other applicable laws, rules and regulations. The Sub-Adviser further agrees that all records that it maintains for the Fund are the property of the Fund and it will promptly surrender any of such records upon request; provided, however, that the Sub-Adviser may retain copies of such records for the applicable periods they are required by law to be retained, and thereafter shall destroy such records. (b) The Sub-Adviser agrees that it shall furnish to regulatory authorities having the requisite authority any information or reports in connection with its services hereunder that may be requested in order to determine whether the operations of the Fund are being conducted in accordance with applicable laws, rules and regulations. (c) The Sub-Adviser shall make all filings with the SEC required of it pursuant to Section 13 of the 1934 Act with respect to its duties as are set forth herein. The Sub-Adviser also shall make all required filings on Schedule 13D or 13G and Form 13F (as well as other filings triggered by ownership in securities under other applicable laws, rules and regulations) in respect of the Portfolio as may be required of the Fund due to the activities of the Sub-Adviser. The Sub-Adviser shall be the sole filer of Form 13F with respect to the Portfolio of the Fund.

  • How to Update Your Records You agree to promptly update your registration records if your e-mail address or other information changes. You may update your records, such as your e-mail address, by using the Profile page.

  • FINANCIAL RECORDS AND AUDIT Seller shall retain all financial records and documents pertaining to the Goods for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, incurred costs and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

  • Development Records Each Party shall maintain complete, current and accurate records of all Development activities conducted by it hereunder, and all data and other information resulting from such activities. Such records shall fully and properly reflect all work done and results achieved in the performance of the Development activities in good scientific manner appropriate for regulatory and patent purposes. Each Party shall document all non-clinical studies and Clinical Trials in formal written study reports according to Applicable Laws and national and international guidelines (e.g., ICH, cGCP, cGLP, and cGMP).

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