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. 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. During the Term and for a period of one (1) years following termination of this Agreement, each party (and its designated auditors) shall have the right to audit fully the relevant accounting and other financial books and records of the other party, to the extent such are related to the Business, to verify amounts charged, paid or payable under this Agreement and otherwise verify conformance with the financial terms of this Agreement and compliance with applicable accounting requirements. Such audit shall be conducted at the normal place where such books and records are stored, during normal business hours. Each party shall provide the other party and its representatives such information and assistance as may be reasonably requested in order to perform such audits; provided, however, that the parties shall endeavor to arrange such assistance in such a way that it does not interfere unreasonably with the conduct of the audited party’s business. Each party may conduct such audits up to once per rolling 6-month period, and each audit shall be upon reasonable prior written notice to the audited party. If any audit under this Section reveals any undisputed lack of compliance or other discrepancy with any requirement of this Agreement (including any underpayment or overpayment to the other party) the audited party or the party having received an overpayment, as the case may be, shall come into compliance promptly, at its expense, with underpayments and overpayments earning interest at the rate of one percent (1%) per month or, if less, the maximum rate allowed at law. Further, in the event such inspection or audit is made necessary by a party’s failure to furnish reports, supporting records or other information in accordance with this Agreement, or to furnish such reports and information on a timely basis, or if an undisputed underpayment or overpayment exceeds five percent (5%) of amounts otherwise paid or owing, then the audited party or the party having received an overpayment, as the case may be, also shall reimburse the other party for the reasonable expenses associated with such audit, including, without limitation, the charges of any independent accountants and the travel expenses, room and board and compensation of the auditing party’s employees engaged in the audit. ***Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request.
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. Following Commercial Launch for the Product, upon at least fourteen (14) Business Days written notice and during normal business hours, no more frequently than once per calendar year, BXLS may cause an inspection and/or audit by an independent public accounting firm reasonably acceptable to Reata to be made of Reata’s books of account for the three (3) calendar years prior to the audit for the purpose of determining the correctness of Product Payments made under this Agreement (including supporting financial data to determine the Product Payments payable to BXLS under any applicable Third Party License). All of the expenses of any inspection or audit requested by BXLS hereunder (including the fees and expenses of such independent public accounting firm designated for such purpose) shall be borne by (i) BXLS, if the independent public accounting firm determines that Product Payments previously paid were incorrect by an amount less than or equal to 5% of the Product Payments actually paid or (ii) Reata, if the independent public accounting firm determines that Product Payments previously paid were incorrect by an amount greater than 5% of the Product Payments actually paid. The terms on which any such independent public accounting firm is engaged shall provide that such independent public accounting firm may not disclose the confidential information of Reata or any such counterparty to any Third Party License to BXLS, except to the extent such disclosure is either necessary to determine the correctness of Product Payments or such confidential information otherwise would be included in a Product Payment report provided pursuant to Section 6.5. All information obtained by BXLS as a result of any such inspection or audit shall be Confidential Information of Reata or any such counterparty to any Third Party License and the independent public accounting firm shall be considered a Representative of BXLS for purposes of Article 10. Absent manifest error, the financial results of the audit of the independent public accounting firm will be final and non-appealable. Any payment owed by one Party to another as a result of the audit shall be made within ten (10) Business Days of receipt of the audit report.
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. 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. 40.15.1. The Service Provider shall allow Transnet to fully audit the Service Provider's books and records to the extent necessary to verify any amounts paid or payable in terms of this Agreement. Such auditors shall be provided with full access to such information, books and records as may be necessary to confirm the accuracy of the Service Provider's invoices, documents, and other information supporting such invoices, and any pricing adjustment computations.
Financial Audits. Following the Trust Acquisition Date, the City shall have the right, upon reasonable prior notice to the Tribe, to examine those portions of the financial audits provided by the Tribe to the Commonwealth pursuant to the Compact related to the calculation of Net Gaming Revenue or, if the Compact does not require that the Tribe provide such audits to the Commonwealth, the Tribe at its own expense shall cause an independent CPA to annually furnish to the City no later than 90 days following the end of each fiscal year of the Tribe, the calculation of Net Gaming Revenue for the prior fiscal year. In addition, within 45 days following the end of each fiscal quarter following the Opening Date, the Tribe will provide to the City quarterly unaudited financial statements of the Project related to the calculation of Net Gaming Revenue for each prior fiscal quarter.
