Financial Records; Audit Sample Clauses

Financial Records; Audit. (a) Each Party will keep, and require its Affiliates to keep, reasonably detailed, fair and true books of accounts and records for the purpose of determining the amounts payable to the other Party pursuant to this Agreement. Such books and records will be kept for at least three (3) full years following the end of the year to which they pertain. (b) Each Party will allow an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party to audit its records for such year to verify the accuracy of any financial report furnished by such Party and any amounts to be shared or paid under this Agreement for the preceding three (3) full years. Such audits may be exercised during normal business hours upon reasonable prior written notice by a Party to the other Party. The cost of such any audit will be borne by the Party requesting such audit, unless the audit discloses an underpayment or an overpayment by the audited Party of more than ten percent (10%) of the amount of payments due under this Agreement for any applicable quarter, in which case the audited Party will bear the cost of such audit. (c) Any amounts shown to be owed but unpaid, or overpaid and in need of refund, will be paid or refunded (as the case may be) within twenty-five (25) days after the accountant’s report, plus interest (as set forth in Section 5.7) from the original due date.

Financial Records; Audit. Buyer shall (and shall cause its Affiliates, licensees and sublicensees to) maintain complete and accurate records in sufficient detail to permit Seller to confirm the accuracy of the financial reports submitted by Buyer pursuant to Section 2.3.3, the achievement of the milestones specified in Section 2.3.2, and the dates of the [*]. Upon reasonable prior notice, such records shall be open during regular business hours for a period of [*] from the creation of individual records for examination by an internationally recognized independent certified public accountant selected by Seller and reasonably acceptable to Buyer for the sole purpose of verifying for Seller the accuracy of the financial reports furnished by Buyer pursuant to this Agreement or of any payments made, or required to be made, by Buyer to Seller pursuant to this Agreement. Such audits may occur no more often than once each calendar year. The results of such audit shall be final, absent manifest error. If the audit report concludes that additional amounts are owed by Buyer, Buyer shall pay such additional amounts to Seller, with interest from the original due date as provided in Section 2.3.7, within thirty (30) days after the receipt of the audit report. If the audit report concluded that excess amounts were paid by Buyer, Buyer may credit such excess amounts against future payments due under this Agreement. Seller shall bear the cost of such audit unless such audit reveals an underpayment by Buyer of more than five percent (5%) of the amounts otherwise due for the audited period, in which case Buyer shall reimburse Seller for the reasonable costs for such audit.

Financial Records; Audit. (a) Acer will keep, and require its Affiliates to keep, reasonably detailed, fair and true books of accounts and records for the purpose of determining the amounts payable to Relief pursuant to this Termination Agreement. Such books and records will be kept for at least three (3) full years following the end of the year to which they pertain. (b) Acer will allow, and require its Affiliates to allow, an independent certified public accountant selected by Relief and reasonably acceptable to Acer to audit its records for such year to verify the accuracy of any financial report furnished by Acer and any amounts to be shared or paid under this Termination Agreement for the preceding three (3) full years. Such audits may be exercised during normal business hours upon reasonable prior written notice by Relief to Acer or the Affiliate. The cost of such any audit will be borne by Relief, unless the audit discloses an underpayment by Acer or the Affiliate of more than seven point five percent (7.5%) of the amount of payments due under this Termination Agreement for any applicable quarter, in which case Acer or the Affiliate will bear the cost of such audit. For the avoidance of doubt, Acer will not invoice any fee to Relief in relation to the time spent by its personnel in relation to the audit performed. (c) Any amounts shown to be owed but unpaid, or overpaid and in need of refund, will be paid or refunded (as the case may be) within twenty-five (25) days after the accountant’s report, plus interest (as set forth in Section 1.5(b)) from the original due date.

Financial Records; Audit. (a) [Intentionally left blank] (b) Within sixty (60) days after the end of each calendar year, each Party shall allow an independent certified public accountant jointly selected by the Parties to audit its records for such calendar year to verify the accuracy of the financial report furnished by such Party and any amounts to be shared or paid under this Agreement for such calendar year. The cost of such annual audit shall be shared by the Parties (25% I-Mab: 75% Everest). (c) Any amounts shown to be owed but unpaid, or overpaid and in need of refund, shall be paid or refunded (as the case may be) within thirty (30) days after the accountant’s report, plus interest (as set forth in Section 4.7) from the original due date.

Financial Records; Audit. Gilead shall, and shall cause its Affiliates and Sublicensees to, keep complete and accurate books and records pertaining to the Products, in sufficient detail to calculate all amounts payable hereunder. At the request of ▇▇▇▇▇, Gilead shall permit an independent public accounting firm of internationally recognized standing designated by ▇▇▇▇▇ and reasonably acceptable to Gilead, at reasonable times during normal business hours and upon reasonable notice, to audit the books and records maintained pursuant to this Section 6.13 to confirm the accuracy of all reports and payments made hereunder. Such examinations may not be (a) conducted for any Calendar Quarter more than [***] after the end of such Calendar Quarter; (b) conducted more than [***] period; or (c) repeated for any Calendar Quarter (unless a previous audit revealed an underpayment with respect to such Calendar Quarter). The accounting firm shall disclose to Merus only whether the reports are correct or not, and the specific details concerning any discrepancies. If the audit reveals an underpayment (or overcharge) by Gilead, Gilead shall pay such amount to Merus within [***] after the receipt of the audit report, plus interest (as set forth in Section 6.11) from the original due date. If the audit reveals an overpayment (or undercharge) by Gilead, such amount shall be credited against the payments due to Merus or, if no payments are payable under this Agreement at the time of completion of the audit, then such amount shall be refunded to Gilead. Merus shall bear the cost of such audit unless such audit reveals an underpayment (or overcharge) by Gilead of more than [***] of the amount actually due for the time period being audited, in which case Gilead shall reimburse Merus for the costs of such audit. 301144389 v2

Financial Records; Audit. (a) Tracon shall keep, and require its Affiliates, to keep, reasonably detailed, fair and true books of accounts and records for the purpose of determining the amounts payable to Eucure pursuant to this Agreement. Eucure shall keep, and require the CMO, to keep, reasonably detailed, fair and true books of accounts and records for the purpose of determining the amounts of COGS for Collaborative Product. In each case, such books and records shall be kept for at least [***] following the end of the year to which they pertain. (b) Tracon shall allow an independent certified public accountant selected by Eucure and reasonably acceptable to Tracon to audit its records for such year to verify the accuracy of any financial report furnished by Tracon and any amounts to be paid under this Agreement for the preceding [***]. Such audits may be exercised during normal business hours and no more frequently than once per calendar year upon reasonable prior written notice to Tracon. The cost of such any audit shall be borne by Eucure, unless the audit discloses an underpayment by Tracon of more than [***] percent ([***]%) of the amount of payments due under this Agreement for the period under audit, in which case, Tracon shall bear the cost of such audit.

Financial Records; Audit. The Contractor must maintain a system of accounting procedures and practices enough for the Rocky to determine to its satisfaction that the system (1) permits timely development of all necessary cost data in the form contemplated by the contract type, and (2) is adequate to allocate costs in accordance with Generally Accepted Accounting Principles. The financial records must adequately identify the source and applications of funds for the contract supported activities including contract payments, obligations, unobligated balances, assets, liabilities, outlays, other funding sources and income. The financial system must insure effective control and accountability for contract funds and property obtained with contract funds. Generally accepted accounting principles must be used to record and report all costs. Furthermore, a contractor who is a recipient of federal funding may be subject to audit requirements stipulated in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 CFR 200.501.

Financial Records; Audit. Jefferson Island shall preserve all books and records used to calculate the Compensation for a period of at least three (3) years after any payment. In addition to any rights granted by Applicable Law or Applicable Procedure, the State and its agents shall have the right, at any time, to audit Jefferson Island’s books and records as they pertain to the calculation of the Compensation. Jefferson Island shall reasonably cooperate with the State in any such audit, and any such audit shall be at the sole cost of the State and shall be done so as not to unreasonably interfere with Jefferson Island’s operations; provided, however, if such audit should disclose that Jefferson Island’s final statement of the Compensation made in connection with any applicable payment, as the case may be, was less than ninety percent (90%) of the Compensation as determined by the State’s audit, Jefferson Island shall be responsible for the reasonable cost of the audit. Jefferson Island shall be notified in writing of any exception taken as a result of an audit.

Financial Records; Audit. Upon written request from Landlord, Administrator, Apple or any City agency or other Governmental Authority, Tenant shall furnish to Landlord at any time that the Premises are used such that, if Tenant owned fee title to the Premises, the Premises would be “income-producing property” as that term is used in City Administrative Code Section 11-208.1 (or successor thereto), income and expense statements substantially similar to those required by such code section (or successor thereto) as if Tenant were the “owner” of the Premises as such term is used in said Section 11-208.1, such statements to be submitted within the time periods and to the address provided for in said Section 11-208.1 and such statements to be submitted notwithstanding that the City holds fee title to the Premises. Landlord and/or Lease Administrator may request to review and audit current and past financial statements for the Project, which Tenant shall produce, subject to reasonable prior notice. Notwithstanding any of the foregoing to the contrary, so long as Tenant or the Guarantor or its parent company is either a public company or a publicly reporting and filing company, to the extent financial information as to Tenant or Guarantor which Tenant would be otherwise required to deliver hereinabove is available to Landlord via ▇▇▇▇▇ or other online service, then Landlord agrees that it shall obtain such financial information through such service and Tenant shall not be required to make the physical deliveries required hereinabove, provided that if Landlord requests financial information that is unavailable on such online services, Tenant shall deliver such financial information to Landlord with the understanding that such financial information shall be kept confidential by Landlord.