Payment Audits Sample Clauses

Payment Audits. (a) Either party (herein, the "Auditing Party") may demand, no more than once during any calendar year from the KING Product Initiation Date until two (2) years following the end of the Term, an audit of the relevant books and records of the other party (herein, the "Audited Party") in order to verify the Audited Party's reports on the matters addressed in this Agreement. Upon no less than fifteen (15) days' prior written notice to the Audited Party, the Audited Party shall grant access to members of a nationally recognized independent public accounting firm selected by the Auditing Party to the relevant books and records of the Audited Party in order to conduct a review or audit thereof. Such access shall be available during normal business hours. The accountants shall report their conclusions and calculations to the Auditing Party and the Audited Party; provided, that in no event shall the accountants disclose any information of the Audited Party except to the extent necessary to verify the Audited Party's reporting and other compliance with the terms of this Agreement and, at the request of the Audited Party, such accountants will execute appropriate non-disclosure agreements. Except as hereinafter set forth, the Auditing Party shall bear the full cost of the performance of any such audit. Any information obtained from an audit under this Section 10.2 shall be deemed Confidential and Proprietary Information of the Audited Party. (b) If, as a result of any audit of the books and records of the Audited Party, it is shown that the Audited Party's payments to the Auditing Party under this Agreement with respect to the period of time audited were less than the amount which should have been paid to the Auditing Party pursuant to this Agreement, then the Audited Party shall pay to the Auditing Party the amount of such shortfall within thirty (30) days after the Auditing Party's demand therefor. If, as a result of any audit of the books and records of Audited Party, it is shown that the Audited Party's payments to the Auditing Party under this Agreement with respect to the period of time audited were

Payment Audits. (a) Subject to ARTICLE 12 and Section 9.3, the City shall pay the Supplier for the Supply in accordance with Schedule B (Prices for Supply), following the receipt of invoices prepared and delivered in accordance with Section 9.2(b) and Section 9.3. (b) Notwithstanding any other provision hereof, prior to making any payment under this Agreement, the City shall determine whether the Builders Lien Act (British Columbia) applies to this Agreement and, if so: (i) payments made under this Agreement shall be subject to ten percent withholding, in the form of a lien holdback, to be held by the City in accordance with the provisions of the statute; and (ii) the lien holdback shall be released by the City 56 days after the issuance of a certificate of completion in conformity with the Builders Lien Act (British Columbia)) in relation to the Supply if no liens then exist. <NTD: Consider whether the BLA applies and withhold as appropriate. Also, consider whether additional holdbacks should be imposed by contract (for defects, etc.), or the supplier should be required to post security.> (c) If any lien claim based on the provisions of the Builders Lien Act (British Columbia) relating directly or indirectly to this Agreement exists at any time, the Supplier agrees to immediately take all steps and do all things necessary or required to remove, cancel and dismiss such lien and until such lien is removed, cancelled or dismissed (as appropriate, to the satisfaction of the City), or all further payments under this Agreement may be withheld by the City or, at the discretion of the City, amounts payable to the Supplier may be used by the City to obtain the removal, cancellation or dismissal of any such lien. (d) Unless otherwise expressly stated in the schedules hereto, the Supplier shall pay any and all costs, including freight, marine and transit insurance, Taxes, and transportation and delivery charges on all equipment or things of whatsoever nature provided by the Supplier as required by it for the purposes of the Supply and any other incidental costs and all such costs shall be deemed to be included in the Contract Price. (e) The Supplier shall be deemed to have satisfied itself as to the correctness and sufficiency of Schedule B (Prices for Supply) and to have obtained all information and to have taken into account all circumstances, risks and other contingencies that may affect the cost of performing the Supply (including any circumstances, risks or contingencies that...

Payment Audits. (a) Upon [**] prior written notice, Pacira may audit the relevant books and records of Patheon pertaining to Product Fees and associated Product quantity under this Agreement (but excluding any personnel records or Patheon’s profits and losses statements) and with respect to any third-party invoices subsequently invoiced to Pacira pertaining to Patheon’s provision of Equipment, Materials, Xxxx Back Items and Additional Services hereunder; provided, however, that Pacira will not be entitled to more than [**] audit during any [**] period. Such audits will be conducted during normal business hours, without undue disruption to Patheon’s business, and may be conducted by Pacira, or by an independent public accounting firm designated by Pacira who is bound by confidentiality obligations at least as stringent as those set forth in the Confidentiality Agreement. Except as hereinafter set forth, Pacira will bear the full cost of the performance of any such audit. (b) If, as a result of any audit of the books and records of Patheon, it is shown that the payments or credits from one Party to the other under this Agreement with respect to the period of time audited were less than or more than the amount that should have been paid or credited, then the Parties will reconcile the amounts owed by each Party to the other. In addition, if such audit demonstrates that Patheon has overcharged Pacira hereunder by more than [**] for the period audited, then Patheon will also reimburse Pacira for its documented reasonable out-of-pocket costs and expenses incurred in connection with the audit.

Payment Audits. Zogenix shall have the right, upon [***] prior written notice, periodically but no more than [***] per calendar year and through the use of an independent accounting firm or other appropriate independent third party expert reasonably acceptable to Valeant (“Zogenix Auditor”) to review, examine and audit the appropriate books and records of Valeant solely related (i) to the [***], (ii) to the [***], (iii) to the [***], or (iv) [***]. Zogenix shall not audit any one period of time with respect to any particular subject(s) of any such audit on more than [***] or later than [***] following the applicable period of time and Zogenix shall maintain the confidentiality of all documents and records audited. The costs and expenses of any such audit, including the Zogenix Auditor, shall be the responsibility of Zogenix, except that if any audit discloses that an amount due to Zogenix or charged to Zogenix was in error for the audited period by more than [***]% in Valeant’s favor (after Valeant has had the opportunity to review and has not disputed the results of such audit) , the portion of any such direct costs and expenses of the Zogenix Auditor allocable to such audit shall be the responsibility of Valeant. Zogenix shall share the results of any audit with Valeant promptly and each Party shall, within [***] ([***]) days of any adjustment in the other Party’s favor, pay the appropriate amount to such other Party. In the event of a dispute over the results of any audit conducted pursuant to this Section 12.2, Zogenix and Valeant shall work in good faith to resolve such dispute. Notwithstanding Section 15.6, if the Parties are unable to reach a mutually acceptable resolution of any such dispute within [***] ([***]) days, the dispute shall be submitted for arbitration to a certified public accounting firm selected by the Parties or to such other Person as the Parties shall mutually agree (the “Accountant”). The decision of the Accountant shall be final and the costs of such arbitration as well as the initial audit shall be borne between the Parties in such manner as the Accountant shall determine.

Payment Audits. (a) Upon [***] days’ prior written notice, Client may audit any Third Party invoices subsequently invoiced to Client pertaining to Patheon’s provision of Equipment, Materials, Xxxx Back Items and Additional Services hereunder; provided, however, that Client will not be entitled to more than one audit during any [***] month period. Such audits will be conducted during normal business hours, without undue disruption to Patheon’s business, and may be conducted by Client, or by an independent public accounting firm designated by Client who is bound by confidentiality obligations at least as stringent as those set forth in the Confidentiality Agreement. Client will bear the full cost of the performance of any such audit. (b) If, as a result of any audit of the Third Party invoices, it is shown that the payments or credits from one Party to the other under this Agreement with respect to the period of time audited were less than or more than the amount that should have been paid or credited, then the Parties will reconcile the amounts owed by each Party to the other.

Payment Audits. Payment to the Supplier‌

Payment Audits. During the Term and for no more than one year after termination or expiration of this Agreement, upon at least 15 days prior written request of a party (as the “Auditing Party”), no more than once in any 12-month period, and only once after the termination or expiration of this Agreement, the other party (as the “Audited Party”) will permit an independent public accountant, selected by the Auditing Party and acceptable to the Audited Party, which acceptance will not be unreasonably withheld, to have access to those records of the Audited Party as may be reasonably necessary to verify the accuracy of the Joby Services Fees or Uber Services Revenue, as applicable, and other information in the Audited Party’s books and records hereunder or reasonably necessary for compliance with payment processing obligations under this Agreement, in respect of any calendar year ending not more than 12 months prior to the date of such request. Such independent public accountant will sign the Audited party’s standard

Payment Audits. (a) Either party (herein, the "AUDITING PARTY") may demand, no more than once during any calendar year from the Initiation Date until two (2) years following the end of the Term, an audit of the relevant books and records of the other party (herein, the "AUDITED PARTY") in order to verify the Audited Party's reports on the matters addressed in this Agreement. Upon no less than fifteen (15) days' prior written notice to the Audited Party, the

Payment Audits. Santarus may request one or more audits of the relevant books and records of Fleet in order to verify the calculation of any payments to be made hereunder. Such records shall be made available by Fleet for audit by an independent certified public accounting firm designated by Santarus and reasonably acceptable to Fleet. The auditor will only examine such books and records during business hours but not more than [***] each fiscal year while this Agreement remains in effect and for [***] years thereafter. The fees and expenses of the auditor performing such verification shall be borne by Santarus; provided, however, that if any verification reveals that Fleet has reported incorrectly, and the amount of such discrepancy is at least [***] percent ([***]%) of the aggregate amount that should have been reported for the period examined, then Fleet shall pay the entire amount of the fees and expenses for such verification.

Payment Audits. Core shall keep complete, true and accurate books of accounts and records for the purpose of determining the amounts payable pursuant to this Agreement. To facilitate the administration of any recall, Core shall keep records of Authorized Generic Product shipments to its customers. Such books and records shall be kept at Core’s principal place of business for at least 3 years following the end of the calendar quarter to which they pertain. Such records will be open for inspection during such 3 year period by an independent auditor chosen by King and reasonably acceptable to Core, which approval shall not be unreasonably withheld or delayed, for the purpose of verifying Net Sales, Net Profits and the Distribution Fee. For the purpose of this Agreement, the accounting firms of Deloitte & Touche, PricewaterhouseCoopers, Ernst & Young, KPMG and their successors (the “Big Four”) shall be deemed approved independent auditors. Such inspections may be made no more than once each calendar year, at reasonable times and on reasonable notice. The independent auditor shall be obligated to execute a reasonable confidentiality agreement prior to commencing any such inspection. Inspections conducted under this Section 6.15 shall be paid by King, unless such auditor finds an underpayment exceeding [***]% of the amount paid to King for any calendar period, whereupon all reasonable costs of the independent auditor relating to the inspection for such period and any unpaid amounts shall be paid by Core. The Parties will endeavor to minimize disruption of Core’s normal business activities to the extent reasonably practicable. Any underpayment due to King shall be paid promptly by Core to King.