Financial Audits. During the Audit Period, Service Provider shall provide to DIR Auditors access at reasonable hours to Service Provider Personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Service Provider obligations under this Agreement (but not including Service Provider's internal costs or actual salary amounts of individual Service Provider Personnel unless such costs form the basis of a Pass Through Expense), including the audit work papers of Service Provider's auditor to the extent applicable to the Services and obtainable by Service Provider, all to the extent relevant to the performance of Service Provider's obligations under this Agreement). Such access shall be provided for the purpose of performing audits and inspections to (i) verify the accuracy and completeness of Contract Records, (ii) verify the accuracy and completeness of Charges and any Pass-Through Expenses and Out-of-Pocket Expenses, (iii) examine the financial controls, processes and procedures utilized by Service Provider in connection with the Services, (iv) examine Service Provider's performance of its other financial and accounting obligations to DIR under this Agreement, and (v) enable DIR and DIR Customers to meet applicable legal, regulatory and contractual requirements, in each case to the extent applicable to the Services and/or the Charges for such Services. Service Provider shall (1) provide any assistance reasonably requested by DIR Auditors in conducting any such audit, (2) make requested Service Provider Personnel, records and information available to DIR Auditors, and (3) in all cases, provide such assistance, personnel, records and information in an expeditious manner to facilitate the timely completion of such audit. If any such audit reveals an overcharge by Service Provider, and Service Provider does not successfully dispute the amount questioned by such audit in accordance with Article 19, Service Provider shall promptly pay to DIR the amount of such overcharge, together with interest at the rate specified by the Texas Comptroller of Public Accounts in accordance with Section 2251.025(b), Texas Government Code, from the date of receipt by Service Provider of the overcharged amount until the date of payment to DIR. In addition, if any such audit reveals an overcharge of more than five percent (5%) of the audited Charges in any Charges category, Service Provider shall, upon DIR's request, pro...
Financial Audits. During the Term and for three years thereafter, upon notice to the BNY Mellon Executive, BNY Mellon shall provide Voya Auditors with access to such records and supporting documentation as may be requested by Voya Auditors to audit and determine if the Fees are accurate and in accordance with the terms and conditions of the Agreement. If such audit reveals that BNY Mellon has overcharged Voya, upon notice of the amount of such overcharge: (1) BNY Mellon shall promptly provide a credit to Voya for the amount of the overcharge; and (2) if the amount of the overcharge is greater than five percent of the amount of Fees that were subject to the audit, BNY Mellon shall promptly reimburse Voya for the reasonable cost and expense of such audit.
Financial Audits. (a) Supplier will allow a Purchaser-appointed auditor to reasonably inspect (and, upon request, Supplier will furnish copies of) the books and records which Supplier is required to create or maintain under Section 7.01 for the purposes of evaluating and verifying the accuracy of and changes in the Tolling Fee. Any audit undertaken pursuant to this Section 7.03(a) shall be subject to the following conditions: (i) Supplier shall be given no less than fifteen (15) Business Days’ prior notice of any such proposed audit; (ii) each such audit shall be conducted during normal working hours and shall take no longer than three (3) Business Days, so long as Supplier furnishes all books and records requested by Purchaser in a timely fashion; and (iii) such audit shall be performed by an internationally recognized independent auditor reasonably acceptable to both Parties acting under such obligations of confidentiality owed to Supplier as Supplier may reasonably require.
(b) Purchaser may exercise its audit rights under Section 7.03(a) once per calendar year during the Term and additionally upon its reasonable belief that the Tolling Fee has been incorrectly calculated or invoiced.
(c) Purchaser shall bear all costs and expenses incurred in connection with any audit under this Section 7.03; provided, however, that if any such audit correctly identifies overpricing or overcharges (of any nature) by Supplier to Purchaser, any adjustments or payments owed to Purchaser shall be made by Supplier to Purchaser within a reasonable amount of time (not to exceed ninety (90) calendar days) from presentation of the audit findings to Supplier and Supplier shall also reimburse Purchaser for all reasonable costs and expenses incurred by Purchaser in connection with such audit inspection.
Financial Audits. 6.1 In the event a financial audit is deemed necessary within a period of up to five (5) years after the end of this agreement, Canada and Québec agree that it would be conducted by the Auditor General of Québec.
Financial Audits. Upon the written request of Lilly and not more than [***] in each Calendar Year, Spruce shall permit an independent certified public accounting firm of nationally recognized standing selected by Lilly and reasonably acceptable to Spruce, at Lilly’s expense, to have access during normal business hours, on at least [***] prior written notice, to such of the records of Spruce as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. Spruce may require such accounting firm to sign a reasonable confidentiality agreement with Spruce. Any given period may not be audited more than [***]. At Spruce’s request, Lilly may consider in good faith, at its sole discretion and choice, the use of Spruce’s then current external auditor to perform such audit. The accounting firm shall disclose to Lilly and Spruce only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Lilly. This right to audit shall remain in effect throughout the Term and for a period of [***] after the Term. If such accounting firm identifies a discrepancy made during such period, Spruce shall pay Lilly the amount of the discrepancy within [***] of the date Lilly delivers to Spruce such accounting firm’s written report so concluding, or as otherwise agreed upon by the Parties. The fees charged by such accounting firm shall be paid by Lilly unless the underpayment exceeded the greater of A) [***] of the amount owed by Spruce to Lilly for such Calendar Year or B) [***], in which case, the accounting firm’s fee to conduct such audit shall be borne by Spruce. Spruce shall pay interest on any underpayment as the rate set forth in Article 4.9. Spruce shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to allow Spruce’s independent nationally recognized certified public accounting firm to have access during normal business hours, on at least [***] prior written notice, to such of the records of the Sublicensee as may be reasonable necessary to verify the accuracy of the royalty reports hereunder for any Calendar Year ending not more than [***] prior to the date of such request. At Lilly’s request, Spruce shall initiate an audit of any Sublicensee with an independent nationally recognized certified public accounting firm, acceptable to Lilly, at S...
Financial Audits. During the Audit Period, Contractor shall provide to AOC auditors access at reasonable hours to its personnel and to Contract Records and other pertinent information to conduct financial audits necessary to verify the Charges or validate other Contractor obligations under this Agreement, including the audit work papers of Contractor’s auditor to the extent applicable to the Services and obtainable by Contractor, all to the extent relevant to the performance of Contractor’s obligations under this Agreement.
Financial Audits. Lian shall keep or cause to be kept books of account containing all information that may be necessary for the purpose of calculating amounts payable by Lian in connection with this Agreement for a period of [***] Calendar Years following the end of the Calendar Year during which such amounts were payable. Tarsus may appoint an independent public accountant (on a non-contingency basis and reasonably acceptable to Lian; any “Big 4” accountant shall be deemed acceptable to Lian), at Tarsus’s expense and subject to such accountant entering into a confidentiality agreement with Lian, to inspect such books of account in order to verify the calculation of any amounts payable to Tarsus hereunder. Such inspections shall be performed not more frequently than once in any [***] month period and upon reasonable prior notice, and shall be conducted during regular business hours in such a manner as to not unreasonably interfere with Lian’s normal business activities. Tarsus’s accountant may only share with Tarsus the report containing the summary results of its inspection, but not the books of account reviewed by the accountant during the audit, and such report shall constitute Lian’s Confidential Information. If any such inspection reveals that any payment (a) that should have been paid by Lian is greater than those that were actually paid by Lian, then Lian shall promptly pay the underpaid amount to Tarsus or (b) that was actually paid by Lian is greater than those that should have paid by Lian, then Lian shall credit the overpaid amount against future royalty payments to Tarsus. If the payments that should have been paid by Lian are at least [***] greater than those that were actually paid by Lian, then Lian shall also reimburse Tarsus for the reasonable out-of-pocket costs of such inspection.
Financial Audits. Upon Symetra’s request, but no more often than once annually except: (a) as necessary for Symetra to respond to any regulatory requirement or inquiry; or (b) as deemed reasonably necessary by Symetra as a result of Symetra’s good faith belief that a billing error has occurred involving an amount in excess of [***], ACS shall allow Symetra and/or any independent Third Party selected by Symetra from among the firms listed on Attachment Q, or any other firm that may then be agreed to by the Parties, to fully audit ACS’ and/or its Subcontractors’ books and records to the extent necessary to verify any amounts paid or payable hereunder. If a firm listed on Attachment Q might otherwise be ineligible to act as Symetra’s auditor under this Section due to a conflict of interest arising from a former or current representation of ACS, ACS and Symetra agree that such conflict may be eliminated by the audit firm’s creation of an ethical wall or other screening procedure satisfactory to both parties. Such auditors shall be provided with full access to such information, books and records as may be necessary to confirm the accuracy of ACS’ invoices, documents, and other information supporting such invoices, and any pricing adjustment computations. All such audits shall be conducted during business hours, with reasonable advance notice, and shall include access to all proprietary and confidential information of ACS and its Subcontractors to the extent necessary to comply with the provisions of this Section 7.3. If any such audit reveals that ACS has overcharged Symetra five percent (5%) or more during the period to which the audit relates (as determined prior to the commencement of the audit), then ACS promptly shall refund such overcharges to Symetra together with interest thereon retroactive to the date of the overcharge(s) at the Interest Rate, and the cost of such audit (up to a cap of [***], shall be borne by ACS. Similarly, if any such audit reveals that ACS has undercharged Symetra during the period to which the audit relates (as determined prior to the commencement of the audit), then Symetra shall pay such undercharge(s) to ACS, together with interest thereon retroactive to the date of the undercharge(s) at the Interest Rate, up to an aggregate cap for all such undercharges (plus applicable interest) of [***] Portions marked [***] have been omitted pursuant to a Confidential Treatment Request by Symetra Financial Corporation, this information has been filed separa...
Financial Audits. In addition to the audit requirements contained in Standard Terms, Section P, of this contract, financial audit requirements apply to this contract. These requirements are delineated in the CPSA Provider Financial Guide.
Financial Audits. The DEP’s Office of Inspector General (OIG) may conduct periodic financial audits to determine if state funds received by the Local Agency for its air program have been properly accounted for and spent appropriately. Upon request of DEP’s OIG, the Local Agency shall provide or facilitate the provision of any requested county financial records relating to expenditures from tag fees received under Section 320.03(6), F.S., asbestos fees received under Section 376.60, F.S, or reimbursements from any contracts between DEP and the Local Agency.
