Maintenance of Records; Audit. Xxxxxx shall maintain, and shall cause its Affiliates to maintain, at a location in the United States, complete and accurate books and records in such detail as is necessary to accurately calculate the amounts payable to Salix under Section 3.1. Such books and records shall be maintained for a period of at least five (5) years after the end of the Calendar Year in which they were generated, or for such longer period as may be required by Applicable Law. Once per each Calendar Year during the period commencing on the Effective Date and ending twenty-four (24) months after the end of the Calendar Quarter in which all rebate and chargeback amounts on Generic Product sold during the Term and any applicable selloff period under Section 11.9 are finally reconciled in accordance with Section 1.38, Salix shall have the right to have an independent accounting firm reasonably acceptable to Xxxxxx audit and examine the relevant books and records as may be reasonably necessary to determine and/or verify the amount of payments due hereunder and Xxxxxx’x compliance with its obligations hereunder. Such audit and examination shall be conducted and shall take place, and Xxxxxx shall, and shall cause its Affiliates to, make such books and records available, during normal business hours at the facility(ies) where such books and records are maintained. Each such audit and examination shall be limited to pertinent books and records for any Calendar Year ending not more than twenty-four (24) months prior to the date of the audit. Before permitting such independent accounting firm to have access to such books and records, Xxxxxx may require such independent accounting firm and its personnel involved in such audit to sign a customary confidentiality agreement in form and substance reasonably acceptable to Xxxxxx as to any Confidential Information which is to be provided to such accounting firm or to which such accounting firm will have access while conducting the audit under this Section 3.3. The independent accounting firm will prepare and provide to Salix and Xxxxxx a written report stating only whether the reports submitted and amounts paid pursuant to Section 3.2 were correct or incorrect, and the amounts of any discrepancies. Prior to disclosing the results of any such audit, the auditor shall present Xxxxxx with a preliminary report of its findings and provide Xxxxxx with an opportunity to respond to any questions raised or issues identified. In the event that there was an ...
Maintenance of Records; Audit. A. Contractor, and Subcontractors, shall keep or cause to be kept true and complete books, records, and accounts of all financial transactions in the course of its activities and operations related to the Project. These documents may include sales slips, invoices, payrolls, personnel records, requests for Subcontractor payment, and other data relating to all matters covered by the Contract Documents. Subject to Paragraph B of this Section 13, at all times during the Construction of the Project, and for four (4) years following the termination of the term of the last document, Contractor and Subcontractors shall retain such data and records. During Construction of the Project, Contractor shall make available all requested data and records at reasonable locations within the County of Riverside at any time during normal business hours, and as often as District deems necessary. If records are not made available within the County of Riverside during the Construction of the Project, Contractor shall pay District’s travel costs to the location where the records are maintained. Failure to make requested records available for audit by the date requested will result in immediate termination of this Construction Services Agreement.
B. The Office of Public School Construction, the administering agency for the State Allocation Board, audits the costs for construction under the general authority of Education Code section 17076.10 and under the specific authority of Title 24 of the California Code of Regulations, section 1859.100 eq. seq. governing program accountability audit, material inaccuracy, and expenditure audits. Given the fact the State has approved the lease-leaseback delivery method, and the likelihood that the records of the Project will be audited if there are State Funds involved, a permanent record of all the financial transactions for the construction of the Project shall be available through an Open Book Accounting of the Project expenditures of both hard and soft costs including, but not limited to labor, material and services costs, including the subcontract and material costs that were utilized to construct the Project.
C. At its own cost, District shall have the right to review and audit, upon reasonable notice, the books and records of Contractor concerning any monies associated with the Project. Any such audit shall be performed by an independent auditor, having no direct or indirect relationship with the functions or activities being audited or w...
Maintenance of Records; Audit. The Contractor, and any subcontractors, shall keep or cause to be kept true and complete books, records, and accounts of all financial transactions in the course of its activities and operations related to the Project. These documents may include sales slips, invoices, payrolls, personnel records, requests for subcontractor payment, and other data relating to all matters covered by the Contract Documents. At all times during the construction of the Project, and for four (4) years following the termination of the term of the last Document, the Contractor, and any subcontractors, shall retain such data and records. During construction of the Project, the Contractor shall make available all requested data and records at reasonable locations within the County of San Diego, at any time during normal business hours, and as often as the District deems necessary. If records are not made available within the County of San Diego during the construction of the Project, the Contractor shall pay the District's travel costs to the location where the records are maintained. Upon completion of the construction of the Project, Contractor shall provide the District with one (1) complete copy of all books, records and accounts of all financial transactions in the course of its activities and operations related to the Project, including but not limited to sales slips, invoices, payrolls, personnel records, requests for subcontractor payment and other data relating to all matters covered by the Contract Documents. Failure to make requested records available for audit by the date requested will result in immediate termination of this Construction Services Agreement.
Maintenance of Records; Audit. For a period […***…], Abbott shall maintain and shall cause its Affiliates and Sublicensees to maintain complete and accurate books and records in connection with the sale of Products hereunder, as necessary to allow the accurate calculation of Royalties due hereunder including any records required to calculate any Royalty adjustments hereunder. Once per calendar year, Neurocrine shall have the right to engage an registered public accounting firm of nationally recognized standing selected by Neurocrine and reasonably acceptable to Abbott, at Neurocrine’s expense, which shall have the right to examine in confidence the relevant Abbott records as may be reasonably necessary to determine and/or verify the amount of Royalty payments due hereunder for any year ending not more than […***…] months prior to the date of such request. Such examination shall be conducted during Xxxxxx’x normal business hours, after at least […***…] days prior written notice to Abbott and shall take place at the Abbott facility(ies) where such records are maintained. In the event the report reflects an under-payment by Abbott hereunder, Abbott shall promptly (but in no event later than […***…] days after Xxxxxx’x receipt of the independent auditor’s report) make payment to Neurocrine of any short-fall. In the event that there was an over-payment by Abbott hereunder, Neurocrine shall promptly (but in no event later than […***…] days after Neurocrine’s receipt of the independent auditor’s report so correctly concluding) refund to Abbott the excess amount. In the event any payment by Abbott shall prove to have been incorrect by more than […***…] to Neurocrine’s detriment, Abbott will pay the reasonable fees and costs of Neurocrine’s independent auditor for conducting the audit.
Maintenance of Records; Audit. 8.1 Licensee shall keep complete, accurate and up-to-date records relating to the use of Information and to the associated Operational Controls, sufficient to demonstrate compliance with the Agreement and to identify all sums payable to NZX in accordance with the Agreement. Where applicable, Licensee shall require Subscribers and any contractors with access to Information to maintain similar records. All records required to be maintained under this Agreement shall be maintained for a minimum of five (5) years and made available to NZX on request for audit inspection.
8.2 NZX and any auditors acting on behalf of NZX shall have the right, during the term of the Agreement and for a period of two (2) years afterwards, to visit the premises of members of Licensee's Group, Service Facilitators and Subscribers during normal business hours and during or in preparation for any such audit visit to inspect systems, controls, books and records, insofar as they relate to the distribution of the Information, the related Operational Controls and any sums payable to NZX.
8.3 Unless otherwise agreed, the aims of the audit shall be to monitor compliance with the Agreement, identify and address any areas of non-compliance and enable NZX to identify the sums payable in accordance with this Agreement. NZX and Licensee agree to cooperate to ensure these aims can be achieved with minimum disruption to the operations of either party.
8.4 NZX shall provide notice of audits and conduct all audits in accordance with XXX Schedule 4. NZX and its auditors shall treat all information obtained in the audit confidentially in accordance with section 10 of this XXX Schedule 1. NZX and its auditors shall comply with all health, safety and security requirements in effect at the premises visited during the course of the audit.
8.5 If an audit reveals any underpayment in Fees due under the Agreement by Licensee that exceeds ten percent (10%) of the total paid by Licensee for the period covered by the audit, Licensee shall bear the reasonable costs and expenses of the audit, including the cost of resolving any uncertainty or disagreement as to the amount due as a result of the audit.
Maintenance of Records; Audit. 8.1 Members of Distributor's Group shall keep complete, accurate and up-to-date records relating to the use and distribution of Information and to the associated Internal Controls, sufficient to demonstrate compliance with the Agreement and to identify the sums payable to BSE in accordance with the Agreement.
8.2 BSE or its authorized representatives (such as independent professional auditors) acting on behalf of BSE shall have the right, during the term of the Agreement and for a period of two (2) years afterwards, to visit the premises of members of Distributor's Group and Subscribers during normal business hours and during or in preparation for any such audit visit to inspect systems, controls, books and records, insofar as they relate to the use and distribution of the Information, the related Internal Controls and any sums payable to BSE. BSE and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of verifying compliance with the Agreement.
8.3 Audits of any premises of members of Distributor’s Group and Subscribers may be carried out without any justification from the part of BSE not more than once each calendar year on at least sixty (60) Days’ advance notice (Regular Audit).
8.4 In addition, audits may be carried out on at least three (3) business Days’ advance notice, if BSE has reason to suspect material breach by Distributor, members of Distributor’s Group, Subscribers, or it is deemed otherwise necessary (Extraordinary Audit). BSE shall explain in writing the reason for an Extraordinary Audit and take the legitimate interest of the client into account.
8.5 In the event that an audit reveals a lack of records or failure of Internal Controls, but the amount of under-reported fees and charges cannot be established with reasonable certainty or agreed between the parties, BSE reserves the right to appoint an independent professional auditor to assess the amount owed to BSE. In this event BSE and Distributor agree to accept the assessment and/or reasonable estimate of the appointed auditor.
8.6 In the event that an audit reveals any underpayment in fees due under the Agreement by Distributor that exceeds 5% of the total fees paid by Distributor for the period covered by the audit, Distributor shall bear the reasonable costs and expenses of the audit, including the reasonable cost of any assessment or estimate provided by an independent professional auditor in accordance with Section 8.5.
8.7 D...
Maintenance of Records; Audit. Licensee shall keep, and shall require its pertinent Affiliates to keep, full, true and accurate records containing all particulars necessary to calculate the amount payable to Licensor under this Agreement and to demonstrate Licensee’s (and its Affiliates’) compliance with its obligations under this Agreement. Such records and the supporting data shall be open at all reasonable times, for [***] following the end of the calendar year to which they pertain (and access shall not be denied thereafter, if reasonably available), to the inspection of an independent certified public accounting firm retained by Licensor. Such accounting firm will hold such records and supporting data in strict confidence, except as necessary to consult with and report to Licensor and Licensee on the accuracy and completeness of Licensee’s and its Affiliates’ compliance with this Agreement. If in dispute, such records shall be kept until the later of the expiration of the foregoing [***] period or the date the dispute is settled. Inspection shall be at Licensor’s expense, unless the inspector concludes that the amount payable that is stated in a report is understated by [***] or more, in which case reasonable expenses shall be paid by Licensee. * Confidential Treatment Requested by Celera Corporation*
Maintenance of Records; Audit. Tenant shall use commercially reasonable efforts to keep all of Tenant's books of account, records, financial statements, and documentation related to this Lease or to business operations conducted within or from the Premises or the Improvements (the "Tenant Records") during the Term and, with respect to each record, for a period of seven (7) years after the date the record was created (or such longer period as Tenant may decide in its sole discretion), either at the Premises, the Improvements, Tenant's main business office, any of Hotel Operator's business offices or at a location in San Diego County, California as is reasonably acceptable to Landlord. In the event the Tenant does not make available to Landlord Tenant Records, including in electronic form or hard copy form delivered via a reputable overnight courier, within San Diego County, then Xxxxxx agrees to pay all reasonable travel and other expenses incurred by Landlord Parties in conducting an audit at the location where the Tenant Records are kept. For the avoidance of doubt, Tenant Records in electronic form will be deemed to be kept at each location at which such Tenant Record reasonably may be accessed. Without limitation of the foregoing, if there is any Subtenant occupying or operating from any portion of the Premises or the Improvements, then the books and records also shall include any occupancy, licensing, permit or operating agreements pertaining to such Subtenant, as well as the books of account, records, financial statements, and documentation, relating to the operations of such Subtenant at the Premises or the Improvements, as applicable. Upon at least forty-eight (48) hours' prior notice to Tenant, Landlord shall have the right to examine and audit the Tenant Records, including, without limitation, for the purpose of determining the accuracy thereof, the accuracy of the Monthly Reports, the Monthly Parking Reports, and the accuracy of the Rent paid to the Landlord. Landlord's audit rights shall apply to the current Lease Year and all prior Lease Years and Tenant waives the right to assert any statute of limitations in connection with any audit or any underpayment disclosed pursuant to such audit. In the event that the business operations conducted within or from the Premises or the Improvements are part of a larger business operation, and any part of the Tenant Records herein is prepared only for the larger operation, and not solely for the business operations of the Premises or the...
Maintenance of Records; Audit. Thermal Cycler Supplier shall keep and maintain (and shall require its Affiliates to keep and maintain) complete and accurate records and in sufficient detail to enable an independent certified public accountant or auditor retained by ABI to validate Thermal Cyclers Supplier’s compliance with this Agreement and verify amounts payable by Thermal Cycler Supplier. To the extent such records are financial in nature or relate to royalty obligations, such records shall be compiled and maintained in accordance with Generally Accepted Accounting Principles (“GAAP”). Thermal Cycler Supplier shall keep and maintain such records and supporting data during the term of this Agreement hereof and for a period of [***] thereafter. Such records and the supporting data shall be available for inspection and copying, for a period of [***] (and access shall not be denied thereafter, if reasonably available), during regular business hours by an independent certified public accountant or auditor retained by ABI. ABI shall enter into a confidentiality agreement with such accountant or auditor that will require such accountant or auditor to use such data and records solely for the purposes of verifying Thermal Cycler Supplier’s compliance with its royalty obligations. Such confidentiality agreement shall require that such accountant or auditor agrees not to disclose such records or data to any party other than ABI or Thermal Cycler Supplier. If in dispute, such records shall be kept at least until the dispute is settled. Inspection and auditing shall be at ABI’s expense, unless the audit demonstrates that the amount payable that is stated in a report is understated by [***], in which case Thermal Cycler Supplier shall reimburse ABI for the expense of such audit.
Maintenance of Records; Audit. 7.1 Members of Distributor's Group shall keep complete, accurate and up-to-date records and books of account relating to the use and distribution of Data and related internal controls. The Supplier and any independent professional auditors acting on behalf of the Supplier shall have the right, on giving the Distributor at least 90 days written notice, during the term of this Agreement, to visit the premises of members of Distributor's Group and members of Subscriber’s Group and to inspect systems, controls, books and records, insofar as they relate to the distribution of the Data and any money payable to the Supplier. Such inspection shall take place during normal business hours. The Supplier and its auditors shall treat all information obtained in the audit confidentially and use it only for the purpose of verifying compliance with this Agreement.
7.2 In the event that any inspection made pursuant to clause 7.1 reveals an underpayment of more than ten per cent (10%) Distributor shall bear the reasonable costs and expenses of such inspection, in addition to any other rights and remedies the Supplier may have in respect thereof. Prompt and correct payment of any money due to the Supplier under this Clause 7 shall be of the essence of this Agreement. If an independent professional auditor’s opinion states that the reporting by Distributor is incorrect due to a wilful act or omission or due to gross negligence on the part of Distributor, Distributor shall be subject to a penalty of up to five (5) times the amount of the underpayment or a non-recurring payment of CHF 150’000.—, if Distributor is not capable of giving any correct controlled reporting to the Supplier, which can not be satisfactorily proven.
