Maintenance of Records and Audit Rights. (a) Licensee will keep accurate books of account and records covering all transactions relating to or arising out of this Agreement. Licensee will permit Licensor and its nominees, employees, accountants, agents and representatives to (i) have reasonable access to and inspect such books and records during normal business hours upon reasonable notice, and (ii) to conduct an examination of all such books and records. Licensee will maintain in good order and condition all such books and records for a period of two (2) years after the expiration of the term of this Agreement or the earlier termination of this Agreement, or, in the event of a dispute between the parties hereto, until such dispute is resolved, whichever date is latest. Receipt or acceptance by Licensor of any sums paid by Licensee hereunder will not preclude Licensor from exercising its rights hereunder.
(b) If an inspection or examination referred to in paragraph (a) above discloses, or Licensor or Licensee otherwise discovers, an underpayment of an Annual Trademark License Fee, the amount of such underpayment plus interest thereon from the date of underpayment to and including the date of payment in full at the Reference Rate in effect on the date payment was due will be paid by Licensee to Licensor not later than thirty (30) days after determination thereof. If such underpayment by Licensee is in excess of ten percent (10%) of the aggregate fee earned during any period under inspection, Licensee will, in addition to paying Licensor the amount of such underpayment plus interest, reimburse Licensor for all reasonable costs and expenses of conducting such inspection or examination.
(c) If an inspection or examination referred to in paragraph (a) above discloses, or Licensor or Licensee otherwise discovers, an overpayment of an Annual Trademark License Fee, the amount of such overpayment will be credited against future payments owed by Licensee, unless the period for which the overpayment was made is the final period covered by this Agreement, in which case the amount of the overpayment will be paid by Licensor to Licensee within thirty (30) days after determination thereof.
Maintenance of Records and Audit Rights. 6.3(a) Licensor and Licensee will keep accurate books of account and records covering all transactions relating to or arising out of this Agreement, including all items necessary to calculate the Program License Fees for Output Programs (i.e., the Production Budget and Licensor Applicable Revenue for Licensor, and Net Channel Revenues, Plan Net Cash Flow and Actual Net Cash Flow for Licensee). Either party will have the right, within 24 months after the end of a given Fiscal Year, to inspect the books and records of the other party in connection with the Program License Fees paid with respect to such Fiscal Year. Upon receipt of written notice that a party wishes to commence such an inspection or examination, the other party will permit such party and its employees, accountants and agents to (i) have reasonable access to and inspect such books and records during normal business hours upon reasonable notice, and (ii) to review and copy all such books and records, to the extent relevant to the calculation of the Program License Fee. Each party will maintain in good order and condition all such books and records relating to a given Fiscal Year for not less than three years after the end of such Fiscal Year, or in the event of a dispute between the parties, until such dispute is resolved, whichever date is later. Receipt or acceptance by Licensor, or payment by Licensee, of all or a portion of the Program License Fee for a given Fiscal Year will not preclude such party from exercising its rights hereunder.
Maintenance of Records and Audit Rights. The Contractor shall maintain complete and accurate books, records, accounts and invoices in relation to the Contract and shall grant the Owner, full audit rights in respect of all said books, records, accounts and invoices relating to the performance of the Work.”
Maintenance of Records and Audit Rights. During the Term and for two (2) years thereafter, Pulse Technologies shall maintain (and shall require each Sublicensee to maintain) documentation and records sufficient to demonstrate its compliance with the requirements of this Agreement. Upon reasonable notice from Ikaria, Pulse Technologies shall provide (and shall require its Sublicensees to provide) to Ikaria or its agents with access to Pulse Technologies’ (and its Sublicensees’) premises during normal business hours to examine or copy all records requested by Ikaria or otherwise relevant to determine whether Pulse Technologies (and each Sublicensee) is in compliance with the requirements of this Agreement (including, without limitation, records of sales in the Additional Indications). Without limiting the generality of the foregoing, Ikaria shall have the right to review any and all (a) Sublicenses granted by Pulse Technologies to any R&D IP or Grant-Back IP and (b) agreements with R&D Product Customers.
Maintenance of Records and Audit Rights. (a) Horizon shall maintain, for a period of […***…] years after the calendar year to which they pertain and for such additional period as specified by any applicable Legal Requirements, such books and records of Horizon (or anyone functioning on Horizon’s behalf) that relate in any manner to (i) Horizon’s payment and calculation hereunder of any Co-promotion Fees and Residual Fee to Mallinckrodt hereunder, including (without limitation) all books and records related to the […***…] with respect to Exclusive Targets for all applicable periods and all supporting documents with respect to any Payment Report and […***…] Report and, (ii) the amounts invoiced by Horizon to Mallinckrodt for Product samples and Promotional Materials and all records demonstrating the Direct Cost to Horizon for the same, all items referred to in clauses (i) and (ii) of this sentence, Horizon’s “Relevant Records”. Horizon shall ensure that its Relevant Records (including those in the possession of any Third Party acting on behalf of Horizon, to the extent it is possible with exercise of commercially reasonable efforts by Horizon) are complete and accurate, reflecting fairly the transactions they record and are maintained in accordance with Horizon’s accounting practices, consistently applied.
(b) Mallinckrodt shall have the right, upon reasonable prior written notice, no more than […***…] in any calendar year, during Horizon’s regular business hours and through the use of an independent accounting firm or other appropriate Third Party expert (“Auditor”) acceptable to Horizon (which acceptance shall not unreasonably be withheld or delayed), to review, examine and audit the Relevant Records of Horizon (including those in possession of any Third Party 37 *** Confidential Treatment Requested acting on behalf of Horizon to the extent, through the exercise of commercially reasonable efforts by Horizon, such records can be made available for audit, review or examination) pertaining to no more than the […***…] years immediately preceding the date of such notice for the sole purposes of (i) verifying the accuracy of calculation and payment by Horizon of any Co-promotion Fees (in particular, as reflected on any Payment Report) or the Residual Fee that may be due to Mallinckrodt hereunder with respect to such period and (ii) verifying the accuracy of Direct Costs invoiced by Horizon to Mallinckrodt for Product samples and Promotional Materials during such period. Mallinckrodt shall not audit any...
Maintenance of Records and Audit Rights. Licensee agrees to keep accurate books and records relating to (i) the distribution and sale of OEM Receivers, and (ii) the manufacture, distribution and sale of Licensee Receivers, and Licensee agrees to provide such information to the EchoStar Parties upon request. ESC shall be entitled to review and audit, using its own internal auditors or an independent certified public accounting firm, upon reasonable prior notice and at ESC's expense, the books and records of Licensee for the purpose of verifying that the reductions to Incentives contemplated under Section 5.1.2 above are being properly calculated as required hereunder, that the timing of Subsidy payments under Section 2.11 is being properly calculated, and that Licensee is otherwise complying with its obligations under this Agreement. Any audit conducted by ESC shall be conducted by ESC or its representative(s) at Licensee's address set forth above, or such other address as Licensee may designate to ESC from time to time in writing, and shall be conducted during Licensee's normal business hours. Reciprocal audit rights are granted to Licensee for the purpose of verifying information material to Subsidy, Incentives, and other fees, payments, or offsets materially affecting Licensee's business. The Echostar Parties are subject to reciprocal record maintenance obligations.
Maintenance of Records and Audit Rights. SC13 Add new GC 1.6 as follows:
Maintenance of Records and Audit Rights. 12.1 The Service Provider shall, and shall procure that all of its subcontractors shall:
(a) maintain a complete and accurate set of records relating to all activities and costs relating to their performance of this Agreement and any Order;
(b) maintain reasonably adequate and appropriate security arrangements with a view to ensuring that there is no unauthorised access to and/or destruction of any such records.
12.2 The Service Provider shall, and shall procure that all its subcontractors shall, for the term of this Agreement and for 36 months after the termination or expiry, for whatever reason, of this Agreement, provide to The Collaborators and its staff, Service Providers, agents, auditors, advisers and other nominees (including the National Audit Office):
(a) reasonable access on reasonable notice to:
(i) the records maintained pursuant to Clause 12.1 and/or copies of any such records;
(ii) staff used by the Service Provider in the provision of the Services; and
(b) all reasonable assistance as may be necessary in order to enable The Collaborators to fully and promptly carry out any inspection, audit, check and/or monitoring of the Service Provider’s compliance with this Agreement and/or any Order.
12.3 The Service Provider shall promptly provide The Collaborators with such other information, relating to this Agreement and the provision of the Services, as The Collaborators may from time to time reasonably request. Such information shall be provided in such form as The Collaborators may reasonably request.
12.4 Each Contracting Body shall have rights equivalent (mutatis mutandis) to those set out in Clauses 12.2 and 12.3 in so far as it relates to the relevant Contracting Body’s Order and/or the Contracted Services provided under such Order.
Maintenance of Records and Audit Rights. IP and the Licensee who is receiving a license to nuisance the IP.
Maintenance of Records and Audit Rights. IP and the Licensee who is receiving a license to nuisance the IP. This agreement for? This provision supersedes all First Sale Doctrine rights and includes restrictions on touring exhibitions. Want payment for. Astra AB and Astra Merck Inc. We may also withhold payment amounts owed by completing payment of video hereby defined as strictly regulated. Essentials в течение беѕплатного пробного меѕѕца. SE, any content supplier of SE or any individual or entity appearing in the Content into public disrespect, scandal, ridicule, or detract from the public image of SE or SE or any of its content suppliers. It should be uninterrupted, video licensing agreement sample agreement shall all necessary for play here for which one.
