Oversight, Inspection and Owner. Verification Testing by TxDOT and Others All materials and each part or detail of the Maintenance Services shall also be
Oversight, Inspection and Owner. Verification Testing by TxDOT and Others
Oversight, Inspection and Owner Sample Clauses
Related to Oversight, Inspection and Owner
Records; Inspection SPL and its Affiliates shall keep complete, true and accurate books of account and records for the purpose of determining the royalty amounts payable under this Agreement, which books and records shall be maintained in accordance with SPL’s records retention policies. Upon prior written notice from Pharmacopeia, SPL shall, within a period not to exceed forty-five (45) days, permit an independent certified public accounting firm of nationally recognized standing selected by Pharmacopeia and reasonably acceptable to SPL, at Pharmacopeia’s expense, to have access during normal business hours to examine pertinent books and records of SPL and/or its Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder. The examination shall be limited to pertinent books and records for any calendar year ending not more than thirty-six (36) months prior to the date of such request. Such inspections may be made no more than once each calendar year. In the event that the accounting firm correctly concludes that a variation or error has occurred resulting in an underpayment of royalties by SPL of five percent (5)% or more of the amount actually due for the period covered by the inspection, SPL shall pay to Pharmacopeia such additional amounts, as well as the costs relating to the inspection, within thirty (30) days of receipt of an invoice for such amounts. Any overpayment of royalties by SPL discovered through such audit shall be fully creditable against royalties subsequently due hereunder. SPL may designate competitively sensitive information which such auditor may not disclose to Pharmacopeia; provided, however, that such designation shall not encompass the auditor’s conclusions. The accounting firm shall disclose to Pharmacopeia only whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to Pharmacopeia. The accounting firm employees shall sign confidentiality agreements acceptable to SPL as a condition precedent to their inspection. SPL shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the Sublicensee to make reports to SPL, to keep and maintain records of sales made pursuant to such sublicense and to grant access to such records by Pharmacopeia’s independent accountant to the same extent required of SPL under this Agreement. Upon expiration of the thirty-six (36) month period immediately following the receipt by Pharmacopeia of SPL’s fourth quarter royalty report for a given calendar year in accordance with Section 5.6.1, the calculation of royalties payable with respect to such year shall be binding and conclusive upon Pharmacopeia, and SPL, its Affiliates and its Sublicensees shall be released from any liability or accountability with respect to royalties for such year, except for instances of fraud or other intentional misconduct by SPL.
Inspection and Testing Each Constructing Entity shall cause inspection and testing of the Interconnection Facilities that it constructs in accordance with the provisions of this section. The Construction Parties acknowledge and agree that inspection and testing of facilities may be undertaken as facilities are completed and need not await completion of all of the facilities that a Constructing Entity is building.
