Common use of Maintenance and Examination of Records Clause in Contracts

Maintenance and Examination of Records. At the request and expense of DURA, Spiros Corp. II, or their respective Affiliates, the other parties hereto and their Affiliates shall permit an independent certified public accountant appointed by such party and reasonably acceptable to the other party, at reasonable times and upon reasonable notice (but not exceeding once in any twelve (12) month period), to examine those records as may be necessary to: (a) determine, with respect to any calendar year ending not more than three (3) years prior to such party's request, the correctness of any report or payment under this Agreement; or (b) obtain information as to the Xxxxxx Product sales for any calendar year. Said independent certified public accountant shall verify to the requesting party only the amount of payment due or costs incurred hereunder and disclose no other information revealed in its audit. Results of any such examination shall be made available to the parties. Any amount of deficiency, or overcharge, shall be paid or refunded promptly to Xxxxxx Corp. II, plus interest at the commercial prime lending rate of Citibank, N.A., New York (or equivalent banking institution) until the date paid. The party requesting the audit shall bear the full cost of the performance of any such audit unless such audit discloses a variance of more than five percent (5%) from the amount of the original report, technology access fee or payment calculation, in which case the party being audited shall bear the full cost of the performance of such audit. DURA and Xxxxxx Corp. II shall maintain and keep complete and accurate records in sufficient detail to enable any examination concerning technology access fees to be conducted pursuant to this Section 7.10.