Recordkeeping Audits. Each Party will maintain reasonable books and records relating to the payments hereunder and its compliance with the requirements of this MSA. During the Term, the other Party, directly or through its Representatives, shall have the right, no more than once per year, to audit such books and records and related materials to determine compliance with the requirements of this MSA. The audited Party shall make such books and records and related materials readily available for such audit. If any financial audit reveals an overpayment or underpayment, the overpaid or underpaying Party, as applicable shall promptly refund or pay the differential, and in the event that any such differential is greater than [*] percent of the total cost of the overall transaction subject to audit, then the Party responsible for the differential shall promptly reimburse the other Party for the reasonable out-of-pocket costs and expenses incurred in the conduct of the audit. The results of any such audit shall be Confidential Information of the audited Party.
Recordkeeping Audits. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section 7(c), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time- based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7)-day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which Música Fresh has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express w...
Recordkeeping Audits. (a) Synovics Labs, and to the extent applicable its Affiliates, shall keep complete and accurate records in sufficient detail to enable the royalties payable hereunder to be determined. Upon the written request of Nostrum and not more than twice in each calendar year, Synovics Labs, and to the extent responsible for the manufacture of the Product its Affiliates, shall permit an independent certified public accounting firm of nationally recognized standing, which is bound by a confidentiality agreement in favor of Synovics Labs to have access, at Nostrum's expense, during normal business hours to such records of Synovics Labs and such Affiliates as may be reasonably necessary to verify the accuracy of the royalty reports hereunder for any twelve (12) month period(s). Nostrum shall provide such notice at least thirty (30) days prior to the intended audit. Nostrum shall have no right to audit any such records with respect to any twelve (12) month period which ended more than ninety-six (96) months prior to the date of such request. The accounting firm shall only disclose to Nostrum the relevant Net Sales, Gross Profits and cost of goods sold information and whether the royalty reports are correct or incorrect and the specific details concerning any discrepancies. No other information shall be shared by the accounting firm with Nostrum. Nostrum's audit rights under this Section 4.5 shall survive the expiration or termination of this Agreement for a period of one (1) year.
(b) The cost of each audit conducted under this Section 4.5 shall be borne by Nostrum unless such audit correctly determines that Synovics Labs underpaid the royalties due to Nostrum hereunder by more than five percent (5% ) in any five month period in which case, Synovics Labs shall pay to Nostrum the deficiency (as Synovics Labs is required to do regardless of the amount thereof or the results, requirement or pendency of any audit) within fifteen (15) days of the date that a final audit report is issued, and shall also bear the cost of such audit. In the event that such audit determines that Synovics Labs overpaid the royalties due to Nostrum, Nostrum shall refund to Synovics Labs the amount of such overpayment within fifteen (15) days of the date that a final audit report is issued.
(c) Nostrum shall treat all financial information subject to review under this Agreement in accordance with the confidentiality provisions of this Agreement, and shall cause its accounting firm to enter into an...
Recordkeeping Audits. ICS shall, at all times during the term of this Agreement, and for a period of seven (7) years thereafter, or longer as required by applicable law, maintain accurate and complete records and accounts pertaining to the performance of the Services. Upon reasonable prior written notice (not less than thirty (30) days) Company may, at its own expense, audit relevant records and inspect facilities during normal business hours for the purpose of confirming compliance with this Agreement. Audits shall not be conducted more than once in any twelve (12) month period and shall be limited to a review of the prior twelve (12) months from the start of the audit. Notwithstanding the foregoing, Company shall have the right to conduct audits more than once per calendar year upon reasonable prior written notice of not less than seven (7) days: (i) if Company reasonably believes that a violation of this Agreement has occurred, (y) to confirm resolution of adverse findings from a prior audit, and/or (z) in the event that an audit is related to quality standards. For purposes of conducting audits Company may designate a third party to act as its auditor, subject to the consent of ICS, which shall not be unreasonably withheld, provided that ICS, Company and the auditor execute ICS’ standard non-disclosure form prior to any audit. All audits will be limited in time and scope and will minimize disruptions to ICS’s regular business operations.
Recordkeeping Audits. Using generally accepted accounting principles, the Grantee shall maintain complete and accurate books and records of its financial activities, including records of all activities connected with this Grant, and shall make these books and records available upon reasonable notice for inspection and copying by County representatives. The books and records shall be kept and maintained for at least three years after the last payment under this Agreement. The Grantee agrees that the County Controller and the County Auditor, individually or together, may audit all books and records of the Grantee, except that the Grantee shall not be subjected to more than one audit of its books and records in any twelve month period.
Recordkeeping Audits a. Better 4 You Meals shall maintain full and accurate records and production worksheets that document:
i. the menus provided to the Aspire Public Schools during the term of this agreement,
ii. a listing of all components of each meal,
iii. and an itemization of the quantities and portion sizes of each component used to prepare each meal.
Recordkeeping Audits. Developer’s books, accounts, reports, files and other records related to this Agreement or the Project Improvements, electronic or otherwise, are subject at all reasonable times to inspection and audit by City, for a period of five (5) years after completion of each Phase of the Project contemplated under this Agreement. Such records will be made available to City at Developer’s office located on the Property or Developer’s offices located in Salt Lake City, Utah, upon reasonable written notice to Developer, as provided in Section 15 of this Agreement, which shall be given not less than ten (10) calendar days prior to the date upon which City desires the inspection and audit to commence. The Developer acknowledges that any and all documentation in the City’s possession may be subject to a Public Records Request. The City shall notify Developer if it receives such a request for documentation and shall notify Developer of the date on which the City intends to disclose the documentation to allow Developer to seek court intervention prohibiting the City from disclosing the documentation if it wishes to do so.
Recordkeeping Audits. LICENSEE will keep complete and accurate records in accordance with generally accepted record keeping principles and in sufficient detail to permit the determination of LICENSEE’s compliance with the Restrictions on Use and other obligations required under this Agreement. RYPE shall have the right to request documentation from LICENSEE to verify compliance with the Restrictions on Use. In the event that RYPE determines additional verification is required, RYPE shall have the right upon reasonable advance notice to request additional documentation and/or perform a site visit.
Recordkeeping Audits. Each Party will, and will require its Affiliates and subcontractors to, maintain materially complete, current and accurate hard and electronic (as applicable) copies of records of all work conducted pursuant to its Development, Manufacturing, Medical Affairs, and Commercialization activities under this Agreement, and all results, data, developments, and Know‑How Created in conducting such activities. Such records will accurately reflect all such work done and results achieved in sufficient detail to verify compliance with its obligations under this Agreement and will be in good scientific manner appropriate for applicable patent and regulatory purposes. With respect to LogicBio, such books and records will record only its Development and Manufacturing activities performed pursuant to this Agreement and will not include or be commingled with records of activities outside the scope of this Agreement. CANbridge will have the right, during normal business hours and upon reasonable advance notice [**] to inspect and copy all records of LogicBio maintained pursuant to this Section 3.3 (Recordkeeping; Audits); provided that CANbridge will maintain any of LogicBio’s Confidential Information in such records in confidence in accordance with Article 10 (Confidentiality).
Recordkeeping Audits. 5.1 Recordkeeping. Subscriber will keep records in accordance with generally accepted accounting principles and in sufficient detail to permit the determination of Subscriber’s compliance with obligations required under this Agreement.
