Record Keeping by Zonagen Sample Clauses

Record Keeping by Zonagen. Zonagen and its Affiliates shall ------------------------- keep complete and accurate records in sufficient detail to enable the expenses which are to be reimbursed by SP Ltd. hereunder and, during such time as Zonagen is Manufacturing the Licensed Product, Zonagen's cost of goods hereunder to be determined. Upon forty-five (45) days prior written notice from SP Ltd., Zonagen shall permit an independent certified public accounting firm of nationally recognized standing selected by SP Ltd. and reasonably acceptable to Zonagen, at SP Ltd.'s expense, to have access during normal business hours to examine pertinent books and records of Zonagen and/or its Affiliates as may be reasonably necessary to verify the accuracy of the invoices submitted by Zonagen to SP Ltd. hereunder. The examination shall be limited to pertinent books and records for any year ending not more than twenty-four (24) months prior to the date of such request. An examination under this Section 7.5.5 shall not occur more than once in any Calendar Year. Zonagen may designate competitively sensitive information which such auditor may not disclose to SP Ltd., provided, however, that such designation shall not encompass the -------- ------- auditor's conclusions. The accounting firm shall disclose to SP Ltd. only whether the invoices are correct or incorrect and the specific details concerning any discrepancies. No other information shall be provided to SP Ltd. All such accounting firms shall sign a confidentiality agreement (in form and substance reasonably acceptable to Zonagen) as to any of Zonagen's or its Affiliate's confidential information which they are provided, or to which they have access, while conducting any audit pursuant to this Section 7.5.5.
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Related to Record Keeping by Zonagen

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  • Choice of Law Submission to Jurisdiction Waiver of Venue Service of Process Waiver of Jury Trial Section 11.10 (Choice of Law; Submission to Jurisdiction;

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  • Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process (a) The terms of Sections 10.15 and 10.16 of the Credit Agreement with respect to governing law, submission of jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

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  • Governing Law; Venue; Waiver of Jury Trial THE CORPORATE LAWS OF THE STATE OF DELAWARE SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS STOCKHOLDERS. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY AND INVESTORS HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY INVESTOR HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR ANY INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY AND INVESTORS HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.

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  • Choice of Forum for Securities Act Disputes Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this Agreement.

  • Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

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