General Audit Rights. 17.2.1 With respect to each Service Schedule:
General Audit Rights. Recipient shall have the right to have the books and records of Provider that relate to the Services provided under this Agreement quarterly by its internal audit staff, or its external auditors (provided that any person that is a member of such audit staff or auditors participating in the audit must first sign a confidentiality agreement containing the same provisions of Article 9) Recipient shall be solely responsible for the costs and expenses of any such audit. In the event of such audit, Provider shall provide Recipient's auditors reasonable access to all relevant books, records and personnel during normal business hours. In the event an audit reveals an overcharge or undercharge, the Party who, based on the results of the audit, owes money to the other Party shall have a reasonable time to review audit and documents that provide the basis for the conclusions reached by the audit. After such a review, to the extent such Party does not dispute the conclusions of the audit, such Party shall pay the other Party the undisputed amounts owed. The disputed amounts, if any, may be resolved pursuant to Article 11.
General Audit Rights. End User shall maintain adequate internal controls and procedures that are reasonably designed to monitor, audit, detect and prevent any breach of this Agreement including but not limited to Section 5 (License Conditions), Section 15 (Compliance with Laws, Export Controls and U.S. Government Restricted Rights) and Section 18 (Code of Conduct). Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses and the license conditions. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. If End User does not have the appropriate licenses for the Software, End User shall cease using the Software at the request of Sandvine or pay Sandvine the applicable license fees. End User’s refusal to provide requested information and/or cooperate with an audit shall be deemed to be a material breach of this Agreement. End User acknowledges and agrees that Xxxxxxxx’s rights under this section extend to the right to audit any Sandvine-authorized reseller from whom End User acquires the Sandvine products and services, and any subcontractor, service provider, systems integrator or consultant of End User who is involved with the installation, configuration, management and/or support of the Sandvine products and services.
General Audit Rights. Magnet Forensics reserves the right to investigate suspected violations of this Agreement. Magnet Forensics shall be permitted to audit Your usage of the Software (not to exceed once annually and in accordance with Magnet Forensics standard procedures, which may include on-site and/or remote audit). You shall co-operate in the conduct of such audits. If an audit reveals
General Audit Rights. .. 19 Section 16.2 No Audit Rights for Telecommunication.................................... 19 Section 16.3 Recipient Responsible for Third Party Electronic Interfaces.............. 20 Section 16.4 Subcontracting........................................................... 20 Section 16.5 Assignment............................................................... 20 Section 16.6
General Audit Rights. Sandvine shall have a general right to audit End User’s use of the Products and Third Party Items to verify End User’s compliance with the applicable licenses. If Sandvine elects to exercise this audit right, such audit shall be conducted at Sandvine’s expense and shall be subject to the following conditions: (i) Sandvine shall give thirty (30) days prior written notice of its intention to conduct the audit, (ii) the audit shall be conducted during End User’s regular business hours and shall not unreasonably interfere with End User’s normal operations, and (iii) provided that End User is in compliance with this Agreement, no more than one audit may be conducted per calendar year. If End User has exceeded the limits applicable to its licenses, End User shall obtain the correct number of licenses and pay the additional amounts applicable for such licenses to Sandvine. End User’s refusal to provide requested information and/or cooperate with an audit shall be deemed to be a material breach of this Agreement.
General Audit Rights. Each Party and its Affiliates (collectively, the “Audited Party”) shall continue to share with the other Party and its Affiliates (collectively, the “Auditing Party”), in each case to the extent shared prior to the Effective Date, the results of audits conducted on behalf of the Audited Party (such as SOC1, SOC2, ROC audits and audits performed by such Audited Party’s internal audit function). Prior to conducting an audit, the Auditing Party shall in good faith consider whether the audits previously provided by the Audited Party reasonably satisfy the Auditing Party’s requirements regarding (i) Applicable Law binding upon the Auditing Party in connection with the Program or (ii) demonstration of compliance by the Audited Party with its obligations pursuant to this Agreement. A Party may choose to rely on such audits or, may, from time to time during the Term, at its sole cost, discretion and expense and upon thirty (30) days’ prior notice (or such longer notice period as 82 may be required by contract between the Audited Party and its Service Provider) to the other Party (or to the extent such audit is necessary to comply with Applicable Law or any requirement or request of a Governmental Authority, such shorter period of time as is reasonably practicable under the circumstances), conduct an audit of (i) the financial and operational records that are under the control and/or direction of the Audited Party and relate to the Program (and any records that relate to the Program and other matters shall only be provided to the extent that Program-related information can be reasonably segregated so that non-Program-related information is not delivered); and/or (ii) the operations of the Audited Party, including (subject to Section 12.2(b) hereof) any Service Provider to ensure such Party’s compliance with its obligations under this Agreement; provided, however, that any such audit shall only be permitted at times and in a manner that does not unreasonably interfere with the other Party’s normal business operations, including that any such audit shall be conducted during normal business hours in accordance with generally accepted auditing standards and the Auditing Party shall employ such reasonable procedures and methods as necessary and appropriate in the circumstances, minimizing interference with the Audited Party’s normal business operations. The Audited Party shall use reasonable efforts to facilitate the Auditing Party’s review, including making reasonably ...
General Audit Rights. Lender, its accountants, auditors, representatives and any federal, state or local governmental or quasi-governmental officials with regulatory authority over Lender or Lender’s affiliates shall have the absolute right, at Lender’s expense, with reasonable notice, at any time during or after the term of this Agreement:
General Audit Rights. OBI shall have the right, upon sixty (60) days prior written notice to Hospira, to conduct, at its sole expense and during normal business hours, a quality assurance audit and inspection of Hospira’s records and production facilities relating to the manufacturing, assembly and/or packaging of Product, including without limitation, to examine all Product Data and other relevant documentation. Such audits shall: (a) be limited to not more than two (2) auditors appointed or representing OBI; (b) last for not more than two (2) days; and (c) may be conducted not more than one (1) time per calendar year. OBI and Hospira shall determine mutually acceptable dates for the audit.
General Audit Rights. Nokia Siemens shall provide TerreStar’s independent external auditors as TerreStar may from time to time designate in writing and government regulators, if such governmental regulators exercises its right to conduct an audit or request information under applicable laws, access at all reasonable times, no more than once a year (except in the case of government regulators for purposes described above), to Nokia Siemens’ books and records and other data relating to this Agreement residing at Nokia Siemens facility, all as reasonably necessary for the purpose of performing audits and/or inspections of Nokia Siemens in order to: (i) verify the accuracy of Nokia Siemens’s invoices for the Charges and other amounts payable hereunder; (ii) Nokia Siemens’s compliance with the other applicable terms of this Agreement; and, (iii) in case of governmental regulators, Nokia Siemens’ compliance with applicable laws or regulations. Prior to conducting any such audit, TerreStar’s senior executive shall notify Nokia Siemens’s senior executive in writing of its intent to conduct such audit using any of the notice delivery methods set forth in Section 26.7. Nothing in the Agreement shall limit or restrict either Party’s rights in discovery proceedings pursuant to any civil litigation. All audits shall be conducted during Nokia Siemens’s normal business hours and shall be conducted so as to minimize disruption to Nokia Siemens’s business operations. Subject to Section 19.3, all audits shall be at the expense of TerreStar. Nokia Siemens shall have the right to exclude from such audit any of its confidential or proprietary information that TerreStar does not have the right to receive under this Agreement. For the avoidance of doubt, TerreStar’s independent external auditor has the right to receive records and information needed to verify Nokia Siemens’ compliance with the terms of this Agreement including the accuracy and validity of the Charges invoiced by Nokia Siemens hereunder. This audit does not require Nokia Siemens to disclose to TerreStar’s independent external auditors its cost of providing the Services or the Products (unless the Agreement expressly provides for reimbursement of costs) or to otherwise disclose the profit margins of Nokia Siemens. Any third party performing an audit (excluding a government regulator that is authorized by applicable laws to conduct such audit without signing such a non-disclosure agreement) must execute a nondisclosure agreement reasona...
