Record Maintenance and Audit Sample Clauses

Record Maintenance and Audit. Novo will keep and maintain, and cause its Affiliates and licensees, who have been granted rights to sell a Product, to keep and maintain, on a country-by-country basis for each Product complete and accurate records of sales of Product so that the royalties payable and the royalty statements may be verified. Such records shall be, upon Evotec’s written request, during reasonable business hours and within thirty (30) days of such written request, open to inspection during business hours for a three (3) year period after the royalty period to which such records relate, but in any event not more than once per calendar year, by a nationally recognised independent certified public accountant selected by Evotec among either PWC, E&Y, KPMG or Deloitte to whom Novo has no reasonable objections and retained at Evotec’s expense. Said accountant shall sign a confidentiality agreement prepared by Evotec and reasonably acceptable to Novo and shall then have the right to examine the records kept pursuant to this Agreement and report to Evotec the findings (but not the underlying data) of said examination of records as are necessary to evidence that the records were or were not maintained and used in accordance with this Agreement. A copy of any report provided to Evotec by the accountant shall be given concurrently to Novo. If said examination of records reveals any underpayment(s) of the royalty payable, then Novo shall promptly pay the balance due to Evotec, and if the underpayment(s) is/are more than 5%, then Novo shall also bear the expenses of said accountant. If said examination of records reveals any overpayment(s) of royalty payable, then Evotec shall either, at Novo’s choice, pay the balance due to Novo or credit the amount overpaid against Novo’s future royalty payment(s), if any.
Sample 1

Related to Record Maintenance and Audit

  • Record Maintenance The Service Provider shall maintain, and require any third parties with which it contracts to maintain with respect to the Fund’s shareholders holding the Fund’s shares in a Service Provider account (“Customers”) the following records:

  • Repairs; Maintenance and Compliance Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements and immediately cure properly any violation of a Legal Requirement. Borrower shall notify Lender in writing within two (2) Business Days after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair.

  • OPERATION AND MAINTENANCE OF COMMON AREAS During the Term, Landlord shall operate all Common Areas within the Building and the Project. The term “Common Areas” shall mean all areas within the Building, Project and other buildings in the Project which are not held for exclusive use by persons entitled to occupy space.

  • Operation and Maintenance 17.1 O&M obligations of the Concessionaire

  • Deferred Maintenance Borrower shall, within six (6) months of the date hereof, perform the deferred maintenance work (the “Deferred Maintenance”) to the Property itemized on Exhibit B hereto. Furthermore, Borrowers shall diligently perform, or cause to be performed, in a timely and workmanlike manner all repairs and maintenance contemplated by and itemized in the Approved Budget.

  • Repairs and Maintenance The Tenant shall (a) take good care of the Apartment and all equipment and fixtures in it; (b) promptly make all necessary repairs and replacements whenever the need results from the Tenant's act of neglect or the neglect of Tenant’s family members, guests, visitors or contractors (if consented to by Landlord); (c) keep the Apartment and any other part of the building used by the Tenant as clean and safe as possible; and (d) promptly notify the Landlord when there are conditions which need repair. Landlord shall have a reasonable amount of time to make repairs. Tenant shall be responsible for reimbursing the Landlord for the cost of any repairs that are not "normal wear and tear" repairs, any such costs shall be considered additional rent; (e) shall not attach to, hang from or place anything on the railings of the patio or deck; and ( f ) Tenant agrees not to install any partition walls. No outside contractor is authorized to perform any services at the Apartment or apartment complex unless approved in writing by a representative of the Landlord. If Tenant contracts for any such services without written consent of the Landlord, Tenant shall be wholly responsible for the payment for any such service and shall hold the Landlord harmless against any claim made by a contractor who performs any such service at the request of the Tenant. Tenant shall also be responsible for returning the apartment back to its original condition, or else shall be liable to the Landlord for the costs incurred for the Landlord to do so after Tenant vacates.

  • Property Maintenance Maintain all of its property that is necessary to or useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.

  • Installation and Maintenance of Meters The Servicer shall cause to be installed, replaced and maintained meters in accordance with the Servicer Policies and Practices.

  • Repairs; Maintenance The Owner hereby gives power to the Agent to supervise repairs, improvements, alterations, and decorations to the Property as well as purchase and pay bills for services and supplies. The Agent shall obtain prior approval of the Owner for all expenditures over $ for any single item. Prior approval for lesser amounts shall not be required for monthly or recurring operating charges or if emergency expenditures over the maximum are, in the Agent’s opinion, needed to protect the Property from damage, prevent injury to persons, avoid suspension of necessary services, avoid penalties or fines, or suspension of services to tenants required by a lease or rental agreement or by law, including, but not limited to, maintaining the Property in a condition fit for human habitation as required by applicable law.

  • Access to and Maintenance of Auction Records The Auction Agent shall afford to the Company, its agents, independent public accountants and counsel, access at reasonable times during normal business hours to review and make extracts or copies (at the Company's sole cost and expense) of all books, records, documents and other information concerning the conduct and results of Auctions, provided that any such agent, accountant or counsel shall furnish the Auction Agent with a letter from the Company requesting that the Auction Agent afford such person access. The Auction Agent shall maintain records relating to any Auction for a period of two years after such Auction (unless requested by the Company to maintain such records for such longer period not in excess of four years, then for such longer period), and such records, in reasonable detail, shall accurately and fairly reflect the actions taken by the Auction Agent hereunder. The Company agrees to keep confidential any information regarding the customers of any Broker-Dealer received from the Auction Agent in connection with this Agreement or any Auction, and shall not disclose such information or permit the disclosure of such information without the prior written consent of the applicable Broker- Dealer to anyone except such agent, accountant or counsel engaged to audit or review the results of Auctions as permitted by this Section 2.7, provided that the Company reserves the right to disclose any such information if it is advised by its counsel that its failure to do so would (i) be unlawful or (ii) expose it to liability, unless the Broker-Dealer shall have offered indemnification satisfactory to the Company. Any such agent, accountant or counsel, before having access to such information, shall agree to keep such information confidential and not to disclose such information or permit disclosure of such information without the prior written consent of the applicable Broker-Dealer, provided that such agent, accountant or counsel may reserve the right to disclose any such information if it is advised by its counsel that its failure to do so would (i) be unlawful or (ii) expose it to liability, unless the Broker-Dealer shall have offered indemnification satisfactory to such agent, accountant or counsel.

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