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Failure to Maintain Records Sample Clauses

Failure to Maintain Records. LICENSEE acknowledges that its failure to maintain the appropriate and accurate books of accounts and records required hereunder will constitute a material breach of its obligations and will cause substantial damage to GUESS. GUESS may, therefore, in addition to exercising any other rights hereunder, charge LICENSEE a fee of the greater of (a) *, or (b) * of the Trademark Royalty for the applicable Contract Year; upon LICENSEE's breach of its obligations under this Section 13. LICENSEE shall pay such fee within five (5) days of demand by GUESS. GUESS may also charge such fee against the letter of credit described in Section 13.2.
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Failure to Maintain Records. Failure to adequately maintain fiscal records, including census records, medical charts, ledgers, journals, tax returns, canceled checks, source documents, invoices, and audit reports by or for a facility may result in the penalties specified in subrule 54.8(1).
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Failure to Maintain Records. Tenant shall use commercially reasonable efforts to keep, or cause to be kept, each Tenant Record for a period of seven (7) years after the date the Tenant Record was created and to make each Tenant Record available for inspection by Landlord in accordance with the terms hereof. After the seven (7) year period has expired for a certain Tenant Record, Tenant shall deliver the original Tenant Record to Landlord at the address set forth in Section 1.11 or such other location designated by Landlord in writing, which may include the main offices of the City; provided, however, Tenant may elect to deliver all of the Tenant Records that expire in a given Lease Year at one time, in one delivery, within twelve (12) months after the end of the applicable Lease Year. Landlord may request that Tenant implement any additional accounting methods or controls that Landlord reasonably deems necessary, subject to prior written notice to Tenant. If Landlord does so, then Tenant will in good faith consider implementing such additional accounting methods or controls, as applicable, but Tenant may, in consultation with the Hotel Operator, elect in its reasonable discretion not to implement such additional accounting methods and controls. In the event the Tenant does not make available to Landlord the original Tenant Records, including in electronic form, within San Diego County, then Xxxxxx agrees to pay all reasonable travel and other expenses incurred by Landlord Parties in conducting an audit at the location where the Tenant Records are kept.
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Failure to Maintain Records. It is the Employer’s obligation to maintain adequate, reliable, and contemporaneous records sufficient to determine the benefits due or which may become due to its employees, which shall include, but not be limited to, the records referenced in Section 4.9 of Article IV. In the event that an Employer fails to maintain adequate, reliable, and contemporaneous records establishing the amount of hours worked by employees who are paid on an hourly basis, then the Employer hereby agrees that all hours worked which the employee received pay or was entitled to receive pay from the employer, including but not limited to sick time, vacation, personal leave, leave of absence or any other compensatory time, shall be considered hours worked for which contributions are due to the Fund. At the Fund’s discretion, the Fund may calculate the hours worked by an hourly employee by dividing the total pay received by the employee during the applicable audit period by the journeyman wage rate set forth in the applicable collective bargaining agreement. The Fund’s calculation of amounts due under the above-described methodology shall be deemed conclusive and binding on the Employer. Notwithstanding the foregoing, an Employer shall not be required to maintain records of actual hours worked by its employees who are paid a salary and are exempt from overtime under applicable federal and state laws; provided that, each such salaried exempt employee shall be deemed to work forty (40) hours per week and the Employer shall be obligated to pay the hourly contribution rate required by the Fund at the rate of forty (40) hours per week (or, if less, the amount specified in the written agreement between the Employer and the Fund).
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Failure to Maintain Records. The allegations in the preceding paragraphs are incorporated by reference.
Sample 1
Failure to Maintain Records. Tenant shall use commercially reasonable efforts to keep, or cause to be kept, each Tenant Record for a period of seven (7) years after the date the Tenant Record was created and to make each Tenant Record available for inspection by Landlord in accordance with the terms hereof. After the seven (7) year period has expired for a certain Tenant Record, Tenant shall deliver the original Tenant Record to Landlord at the address set forth in Section 1.11 or such other location designated by Landlord in writing, which may include the main offices of the City; provided, however, Tenant may elect to deliver all of the Tenant Records that expire in a given Lease Year at one time, in one delivery, within twelve
Sample 1
Failure to Maintain Records. LICENSEE acknowledges that its failure to maintain the books of accounts and records required hereunder in a manner which fairly presents the financial operations of LICENSEE, will constitute a material breach of its obligations and will cause substantial damage to GUESS. GUESS may, therefore, in addition to exercising any other rights hereunder, charge LICENSEE a fee of the greater of (a) US$CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, or (b) CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION percent (CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION%) of the Trademark Royalty for the applicable Contract Year; upon LICENSEE's breach of its obligations under this Section 14. LICENSEE shall pay such fee within five (5) days of demand by GUESS. GUESS may also charge such fee against the letter of credit described in Section 13.2.
Sample 1
Failure to Maintain Records. In addition to any other remedies available to COUNTY at law or in 8 equity or under this Lease, in the event TENANT fails to maintain and keep books, records, and accounts for the Premises and/or source documents relating thereto, or to make the same 9 available to COUNTY for examination and audit, or to record sales and/or to maintain registers to record sales, or to provide financial statements and other information to COUNTY regarding gross 10 receipts as required by this Lease, COUNTY, at COUNTY’s option, may: 11 1. Perform such examinations, audit, and/or investigations itself or through agents or employees as COUNTY and/or its auditors may deem appropriate to confirm the amount 12 of percentage rents payable by TENANT under this Lease, and any and all costs and/or expenses incurred by COUNTY in connection therewith shall be promptly reimbursed to 13 COUNTY by TENANT upon demand. 14 2. Provide accounting services and/or a system for recording retail sales and charges, including without limitation cash registers, for use by TENANT in business transactions 15 upon or from the Premises, and, at COUNTY’s option, maintain personnel on the Premises to observe and/or record such sales during TENANT’s business hours, or from time to 16 time, all at TENANT’s sole cost and expense. In such event, TENANT shall promptly reimburse COUNTY for any and all costs incurred by COUNTY in connection therewith. 18 of TENANT’s gross receipts from business operations conducted on or from the Premises and any such determination made by COUNTY shall be conclusive and binding upon
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Failure to Maintain Records. Paragraphs 1 through 38, above, are incorporated by reference as if fully set forth herein.
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Related to Failure to Maintain Records

  • Failure to Maintain If the Tenant fails to obtain and maintain Renters Insurance as required under this Agreement, it shall be considered a violation and result in default of this Agreement.

  • Failure to Maintain Coverage Failure by the Contractor to maintain the required insurance, or to provide evidence of insurance coverage acceptable to the County, shall constitute a material breach of the Contract upon which the County may immediately terminate or suspend this Contract. The County, at its sole option, may obtain damages from the Contractor resulting from said breach. Alternatively, the County may purchase such required insurance coverage, and without further notice to the Contractor, the County may deduct from sums due to the Contractor any premium costs advanced by the County for such insurance.

  • Failure to Maintain Financial Viability The System Agency may terminate the Grant Agreement if the System Agency, in its sole discretion, determines that Grantee no longer maintains the financial viability required to complete the services and deliverables, or otherwise fully perform its responsibilities under the Grant Agreement.

  • Failure to Maintain Insurance Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of agreement, upon which the City may, after giving five business days’ notice to the Consultant to correct the breach, immediately terminate the agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City.

  • Duty to Maintain During the term of this Agreement, Consultant/Licensor shall use its best efforts to maintain in full force and effect U.S. federal registrations for the Consultant/Licensor Marks.

  • Failure to Insure If Tenant fails to maintain any insurance which Tenant is required to maintain pursuant to this Article X, Tenant shall be liable to Landlord for any loss or cost resulting from such failure to maintain. Tenant may not self-insure against any risks required to be covered by insurance without Landlord's prior written consent.

  • Inspection of construction records The Authority shall have the right to inspect the records of the Contractor relating to the Works.

  • Effect of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement If (i) a Registration Statement covering the resale of all of the Registrable Securities required to be covered thereby (disregarding any reduction pursuant to Section 2(f)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before the Filing Deadline for such Registration Statement (a “Filing Failure”) (it being understood that if the Company files a Registration Statement without affording each Investor and Legal Counsel the opportunity to review and comment on the same as required by Section 3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately following the Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus is technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration Statement (disregarding any reduction pursuant to Section 2(f)) cannot be made pursuant to such Registration Statement (including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market (as defined in the Securities Purchase Agreement) or any other limitations imposed by the Principal Market, or a failure to register a sufficient number of shares of Common Stock or by reason of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), or (iii) if a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information Failure”) as a result of which any of the Investors are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares of Common Stock (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an amount in cash equal to two percent (2%) of such Investor’s original principal amount stated in such Investor’s Note on the Closing Date (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) on every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd) Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordance with the foregoing, such Registration Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor (other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the shares of Common Stock on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

  • Obligation to Maintain Confidentiality (a) The Optionee agrees that all information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s business, business relationships or financial affairs (collectively, “Confidential Information”) is and shall be the exclusive property of the Company. By way of illustration, but not limitation, Confidential Information may include inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, financial data, personnel data, computer programs, customer and supplier lists, and contacts at or knowledge of customers or prospective customers of the Company. The Optionee will not disclose any Confidential Information to any person or entity other than employees of the Company or use the same for any purposes (other than in the performance of his duties as an employee of the Company) without written approval by the Board, either during or after his employment with the Company, unless and until such Confidential Information has become public knowledge without fault by the Optionee. (b) The Optionee agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, or other written, photographic, or other tangible material containing Confidential Information, whether created by the Optionee or others, which shall come into his custody or possession, shall be and are the exclusive property of the Company to be used by the Optionee only in the performance of his duties for the Company. All such materials or copies thereof and all tangible property of the Company in the custody or possession of the Optionee shall be delivered to the Company, upon the earlier of (i) a request by the Company or (ii) termination of his employment. After such delivery, the Optionee shall not retain any such materials or copies thereof or any such tangible property. (c) The Optionee agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraphs (a) and (b) above, and his obligation to return materials and tangible property set forth in paragraph (b) above also extends to such types of information, materials and tangible property of customers of the Company or suppliers to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Optionee.

  • Data Return and Destruction of Data (a) Protecting PII from unauthorized access and disclosure is of the utmost importance to the EA, and Contractor agrees that it is prohibited from retaining PII or continued access to PII or any copy, summary or extract of PII, on any storage medium (including, without limitation, in secure data centers and/or cloud-based facilities) whatsoever beyond the period of providing Services to the EA, unless such retention is either expressly authorized for a prescribed period by the Service Agreement or other written agreement between the Parties, or expressly requested by the EA for purposes of facilitating the transfer of PII to the EA or expressly required by law. As applicable, upon expiration or termination of the Service Agreement, Contractor shall transfer PII, in a format agreed to by the Parties to the EA. (b) If applicable, once the transfer of PII has been accomplished in accordance with the EA’s written election to do so, Contractor agrees to return or destroy all PII when the purpose that necessitated its receipt by Contractor has been completed. Thereafter, with regard to all PII (including without limitation, all hard copies, archived copies, electronic versions, electronic imaging of hard copies) as well as any and all PII maintained on behalf of Contractor in a secure data center and/or cloud-based facilities that remain in the possession of Contractor or its Subcontractors, Contractor shall ensure that PII is securely deleted and/or destroyed in a manner that does not allow it to be retrieved or retrievable, read or reconstructed. Hard copy media must be shredded or destroyed such that PII cannot be read or otherwise reconstructed, and electronic media must be cleared, purged, or destroyed such that the PII cannot be retrieved. Only the destruction of paper PII, and not redaction, will satisfy the requirements for data destruction. Redaction is specifically excluded as a means of data destruction. (c) Contractor shall provide the EA with a written certification of the secure deletion and/or destruction of PII held by the Contractor or Subcontractors. (d) To the extent that Contractor and/or its subcontractors continue to be in possession of any de-identified data (i.e., data that has had all direct and indirect identifiers removed), they agree not to attempt to re-identify de-identified data and not to transfer de-identified data to any party.

Most Referenced Clauses

Most Referenced Definitions