Record Retention; Audit Rights. Buyer will keep and preserve accurate records of each transaction relating to Buyer’s calculations of Royalties, Kenmore Royalty Credit, and Average Aggregate Minimum Commission for the longer of (i) the minimum period required by Applicable Law, and (ii) two years following the applicable transaction. Upon Seller’s reasonable request Buyer will provide Seller with information that will enable Seller to confirm Buyer’s calculations of Royalties, Kenmore Royalty Credit, and Average Aggregate Minimum Commission. Seller, with reasonable notice to Buyer, may during normal business hours conduct audits of the books and records of Buyer to confirm Buyer’s calculations of Royalties, Kenmore Royalty Credit, and Average Aggregate Minimum Commission (each an “Audit”). Subject to the next sentence, Audits may occur no more than twice per calendar year and may be conducted by Seller’s employees, by Seller’s authorized agents, or by a combination of the two, in each case only if each person participating in an Audit agrees to treat all information with respect to the Audit as confidential in accordance with Section 13(b). If an Audit or other information demonstrates that Buyer under-reported a Royalty or over-reported a Kenmore Royalty Credit by more than 5% with respect to two or more Buyer fiscal months, or Buyer fiscal quarters, as the case may be, Seller has the right to conduct Audits on a quarterly basis until such time as Buyer has properly reported Royalties and Kenmore Royalty Credits for three consecutive Audits, after which xxxx Xxxxxx’x rights in accordance with this Section 5(e) will revert to conducting Audits no more than twice per calendar year. Seller will pay for all Audits but if an Audit shows a 5% or greater discrepancy in the amount of the Royalty or Kenmore Royalty Credit calculated by Buyer for a Buyer fiscal month or Buyer fiscal quarter, as the case may be, then Buyer will pay for that Audit and all subsequent Audits for a period of one year.
Record Retention; Audit Rights. The Supplier and the Buyer shall both keep complete and accurate records and all other data required by either of them for the purpose of proper administration of this Agreement. All such records shall be maintained as required by Laws and Regulations but for no less than for seven
Record Retention; Audit Rights.
(a) The Participant and the [Sponsor] shall both keep complete and accurate records and all other data required by either of them for the purpose of proper administration of this Agreement. All such records shall be maintained in the Province of Ontario as required by Laws and Regulations but for no less than for seven (7) years after the creation of the record or data. Draft
(b) The Participant, on a confidential basis as provided for in Article 8 of this Agreement, shall provide reasonable access by the [Sponsor] and its Representatives to the relevant and appropriate financial and operating records and data kept by it relating to this Agreement reasonably required for the [Sponsor] to comply with its obligations to Governmental Authorities or to verify or audit information provided in accordance with this Agreement, including the provision of copies of documents and all other information reasonably required by the [Sponsor] or its Representatives, which shall be delivered to the premises of the [Sponsor] or its Representatives as directed by the [Sponsor]. Moreover, the Participant agrees and consents to the [System Operator], an LDC or any other relevant third party providing to the [Sponsor] and its Representatives all relevant meter and invoice data regarding the Facility required by the [Sponsor] in order to verify information provided pursuant hereto. The [Sponsor] may use its own employees or Representatives for purposes of any such review of records, provided that those employees or Representatives are bound by the confidentiality requirements provided for in Article 8, in which case no further confidentiality agreements or arrangements need be entered into. The Participant shall ensure that any confidentiality agreements or arrangements between it and any third party (including any subcontractor, supplier, or other supplier of goods or services to Participant) shall not have the effect of preventing, impairing or delaying any disclosure or access to or by the [Sponsor] or any of its Representatives as contemplated in this Section 12.2.
Record Retention; Audit Rights. (a) The Parties shall each keep complete and accurate records and all other data required by any of them for the purpose of proper administration of this Agreement. All such records shall be maintained as required by Laws and Regulations but for no less than for seven (7) years after the creation of the record or data. The Parties, on a confidential basis as provided for in Article 6 of this Agreement, shall provide on reasonable prior notice reasonable access during normal business hours to the relevant and appropriate financial records and data kept by it relating to this Agreement reasonably required to verify information provided in accordance with this Agreement in relation to a Transfer or Refinancing. A Party may use its own employees for purposes of any such review of records, provided that those employees are bound by the confidentiality requirements provided for in Article 6. Alternatively, and at the election of the auditing Party, access shall be through the use of a mutually agreed upon third party auditor provided that such third party auditor is bound by the confidentiality requirements provided for in Article 6. The Party seeking access to such records in this manner shall pay the costs and expenses related thereto including the fees and expenses associated with the use of the third party auditor.
(b) Notwithstanding any other provision hereof, Section 8.1(a) shall not apply to a Non-Designated Entity except in relation to (i) a Refinancing if such Non- Designated Entity was at one time a Designated Entity which had undertaken a Refinancing and (ii) any Transfer if such Non-Designated Entity was an Intermediate Entity in relation to any Transfer (including a Transfer made by another entity through which a TopCo holds its Beneficial Interest in the Generator in the same chain as such Intermediate Entity).
Record Retention; Audit Rights. Each party as Provider shall maintain accurate and complete records evidencing its compliance with this Agreement and the Services performed hereunder. (“Records”). All Records shall be available for inspection, copying, and audit by the other party or its designee during Provider’s normal business hours upon reasonable notice, for a period of three (3) years after the expiration or termination of this Agreement, for the purpose of verifying Provider’s compliance with the terms hereof and applicable law.
Record Retention; Audit Rights. The Supplier and the Buyer shall both keep complete and accurate records and all other data required by either of them for the purpose of proper administration of this Agreement. All such records shall be maintained as required by Laws and Regulations but for no less than for seven (7) years after the creation of the record or data. The Supplier and the Buyer, on a confidential basis as provided for in Article 8 of this Agreement, shall provide reasonable access to the relevant and appropriate financial and operating records and data kept by it relating to this Agreement reasonably required for the other Party to comply with its obligations to Governmental Authorities or to verify or audit information provided in accordance with this Agreement. Prior to conducting an audit, the Party initiating the audit will provide the other Party with a written statement of the objectives of the audit, intended areas of focus, range of information expected to be reviewed, and an initial list of questions to be answered. A Party may use its own employees for purposes of any such review of records provided that those employees are bound by the confidentiality requirements provided for in Article 8. Alternatively, a Party may at its own expense appoint an auditor to conduct its audit. The Party seeking access to such records in this manner shall pay the fees and expenses associated with use of the third party auditor. For greater certainty, the Buyer shall not be permitted to audit the cost build-up of the Fixed Facility Capacity Payment.
Record Retention; Audit Rights. York Region DR Contract Released November 30, 2005 The Supplier and the Buyer shall both keep complete and accurate records and all other data required by either of them for the purpose of proper administration of this Agreement. All such records shall be maintained as required by Laws and Regulations but for no less than for seven
Record Retention; Audit Rights. The Parties shall each keep complete and accurate records and all other data required by any of them for the purpose of proper administration of this Agreement. All such records shall be maintained as required by Laws and Regulations but for no less than for seven (7) years after the creation of the record or data. The Parties, on a confidential basis as provided for in Article 6 of this Agreement, shall provide reasonable access to the relevant and appropriate financial records and data kept by it relating to this Agreement reasonably required to verify information provided in accordance with this Agreement in relation to a Transfer or Refinancing. A Party may use its own employees for purposes of any such review of records, provided that those employees are bound by the confidentiality requirements provided for in Article 6. Alternatively, and at the election of the auditing Party, access shall be through the use of a mutually agreed upon third party auditor provided that such third party auditor is bound by the confidentiality requirements provided for in Article 6. The Party seeking access to such records in this manner shall pay the fees and expenses associated with the use of the third party auditor. Notwithstanding any other provision hereof, this Section 8.1 shall not apply to a Non-Designated Entity except in relation to (a) a Refinancing if such Non-Designated Entity was at one time a Designated Entity which had undertaken a Refinancing and (b) any Transfer if such Non- Designated Entity was an Intermediate Entity in relation to any Transfer (including a Transfer made by another entity through which a TopCo holds its Beneficial Interest in the Generator in the same chain as such Intermediate Entity).
Record Retention; Audit Rights. The Supplier and the Buyer shall both keep complete and accurate records and all other data required by either of them for the purpose of proper administration of this Agreement. All such records shall be maintained as required by Laws and Regulations but for no less than for seven (7) years after the creation of the record or data. The Supplier and the Buyer, on a confidential basis as provided for in Article 8 of this Agreement, shall provide reasonable access to the relevant and appropriate financial and operating records and data kept by it relating to this Agreement reasonably required for the other Party to comply with its obligations to Governmental Authorities or to verify or audit xxxxxxxx or to verify or audit information provided in accordance with this Agreement. A Party may use its own employees for purposes of any such review of records provided that those employees are bound by the confidentiality requirements provided for in Article 8. Alternatively, a Party may at its own expense appoint an auditor to conduct its audit. The Party seeking access to such records in this manner shall pay the fees and expenses associated with use of the third party auditor.
Record Retention; Audit Rights
