Common use of Records and Adjustments Clause in Contracts

Records and Adjustments. (a) SpecTran shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS and shall furnish any information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by SpecTran or any of its RELATED COMPANIES. SpecTran shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCT. LUCENT shall have the right through its accredited auditors to make an examination, once annually, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder and will not use such information except to verify royalty payable. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. (b) Independent of any such examination, LUCENT will credit to SpecTran the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT except as provided in this Section 2.02. Rights conferred by this Section 2.02 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) SpecTran shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS and shall furnish any information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by SpecTran or any of its RELATED COMPANIES. SpecTran shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCT. LUCENT shall have the right through its accredited auditors to make an examination, once annually, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder and will not use such information except to verify royalty payable. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. (b) Independent of any such examination, LUCENT LUCENT-GRL will credit to SpecTran COMDIAL the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT LUCENT-GRL delivered within twelve two (122) months years after the due date of the payment which included such alleged overpayment, provided that LUCENT LUCENT-GRL is able to verify, to its own satisfaction, verify the existence and extent of the overpayment. (cb) No refund, credit or other adjustment of royalty payments shall be made by LUCENT LUCENT-GRL except as provided in this Section 2.02. Rights conferred by this Section 2.02 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement. (c) Upon termination of this Agreement or of all the rights and licenses granted to COMDIAL herein, accrued royalties shall be paid within thirty (30) days of the date of termination. LUCENT-GRL shall have the right through its accredited auditors to make an examination, during normal business hours, of those records that are, under recognized accounting practices, used in the preparation of SEC filings and that bear upon the amount of royalty payable hereunder. Adjustment shall be made within sixty (60) days of the completion of such audit to compensate for any errors or omissions disclosed by such examination. If the adjustment, if any, reflects an underpayment by COMDIAL in excess of ten percent (10%) of the amount of royalty payable as determined by such auditors, COMDIAL shall pay the costs of such audit. Otherwise, the audit shall be at LUCENT-GRL's expense.

Records and Adjustments. (a) SpecTran LICENSEE shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS ITEMS SUBJECT TO FEE and shall furnish any information which with LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain (i) which articles (and maintenance parts therefor) sold, leased or put into use by LICENSEE are subject to the payment of fees to LUCENT, and (ii) the proper royalty fee amounts due hereunder on account of products soldthe selling, leased and put leasing or putting into use by SpecTran or any of its RELATED COMPANIESITEMS SUBJECT TO FEE. SpecTran LICENSEE shall retain such records with respect to each LICENSED PRODUCT ITEM SUBJECT TO FEE for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCTITEM SUBJECT TO FEE. LUCENT shall have the right through its accredited auditors to make an examination, once annuallyexaminations, during normal business hours, of all records and accounts bearing upon the amount amounts of royalty fees payable to it hereunder and will not use such information except to verify royalty payableunder this Agreement. Prompt adjustment shall be made by the proper Party to compensate for any errors or omissions disclosed by any such examination. (b) Independent of any such examination, LUCENT will credit to SpecTran LICENSEE the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty fee payments shall be made by LUCENT except as provided in this Section 2.02Sections 2.02(b) and (c) and 2.04. Rights conferred by this Section 2.02 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) SpecTran ECSI shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS REPORTABLE PRODUCTs and shall furnish any relevant information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of products OPTICAL FIBER SENSING SYSTEMs sold, leased and put into use by SpecTran ECSI or any of its RELATED COMPANIESSUBSIDIARIES. SpecTran ECSI shall retain such records with respect to each LICENSED REPORTABLE PRODUCT for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCTOPTICAL FIBER SENSING SYSTEM. LUCENT shall have the right through its accredited auditors to make an examination, once annually, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder and will not use such information except to verify royalty payablehereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. (b) Independent of any such examination, LUCENT will credit to SpecTran ECSI the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT except as provided in this Section 2.023.04. Rights conferred by this Section 2.02 3.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party having such right and signing such statement.

Records and Adjustments. (a) SpecTran The CORPORATION shall keep full, clear and accurate records with respect to all LICENSED REPORTABLE PRODUCTS and shall furnish any information which LUCENT PATENT LICENSOR may reasonably prescribe from time to time to enable LUCENT PATENT LICENSOR to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by SpecTran the CORPORATION or any of its RELATED COMPANIES. SpecTran shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCT. LUCENT PATENT LICENSOR shall have the right through its accredited auditors to make an examination, once annually, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder and will not use such information except to verify royalty payablehereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. (b) Independent of any such examination, LUCENT PATENT LICENSOR will credit to SpecTran the CORPORATION the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT PATENT LICENSOR delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT PATENT LICENSOR is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT PATENT LICENSOR except as provided in this Section 2.022.05. Rights conferred by this Section 2.02 2.05 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party party having such right and signing such statement.

Records and Adjustments. (a) SpecTran ASC shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS and shall furnish any information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of products sold, leased and put into use by SpecTran ASC or any of its RELATED COMPANIESSUBSIDIARIES. SpecTran ASC shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCT. LUCENT shall have the right through its accredited auditors to make an examination, once annuallyexamination by giving ASC thirty (30) days written notice, during normal business hours, of all records and accounts bearing upon the amount of royalty payable to it hereunder and will not use such information except to verify royalty payablehereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. All such information reviewed will be treated as confidential by LUCENT and its auditors in accordance with Section 1.06 of this Agreement. (b) Independent of any such examination, LUCENT will credit to SpecTran ASC the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT except as provided in this Section 2.022.04 and Sections 2.01(d) and (e) of this Agreement. Rights conferred by this Section 2.02 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party party having such right and signing such statement.

Records and Adjustments. (a) SpecTran TECHNOLOGY LICENSEE shall keep full, clear and accurate records with respect to all LICENSED PRODUCTS ITEMS SUBJECT TO FEE and shall furnish any information which LUCENT TECHNOLOGY LICENSOR may reasonably prescribe from time to time to enable LUCENT TECHNOLOGY LICENSOR to ascertain (i) which articles (and maintenance parts therefor) sold, leased or put into use by TECHNOLOGY LICENSEE are subject to the payment of fees to TECHNOLOGY LICENSOR, and (ii) the proper royalty fee amounts due hereunder on account of products soldthe selling, leased and put into use by SpecTran or any of its RELATED COMPANIES. SpecTran shall retain such records with respect to each LICENSED PRODUCT for at least seven (7) years from the sale, lease leasing or putting into use of such LICENSED PRODUCTITEMS SUBJECT TO FEE. LUCENT TECHNOLOGY LICENSOR shall have the right through its accredited auditors to make an examination, once annuallyexaminations, during normal business hours, of all records and accounts bearing upon the amount amounts of royalty fees payable to it hereunder and will not use such information except to verify royalty payableunder this agreement. Prompt adjustment shall be made by the proper party to compensate for any errors or omissions disclosed by any such examination. (b) Independent of any such examination, LUCENT TECHNOLOGY LICENSOR will credit to SpecTran TECHNOLOGY LICENSEE the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT TECHNOLOGY LICENSOR delivered within twelve (12) months after the due date of the payment which included such alleged overpayment, provided that LUCENT TECHNOLOGY LICENSOR is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty fee payments shall be made by LUCENT TECHNOLOGY LICENSOR except as provided in this Section 2.022.04. Rights conferred by this Section 2.02 2.04 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party party having such right and signing such statement.

Records and Adjustments. (a) SpecTran ELCOTEL shall keep full, clear and accurate records with respect to all LICENSED REPORTABLE PRODUCTS and shall furnish any information which LUCENT may reasonably prescribe from time to time to enable LUCENT to ascertain the proper royalty due hereunder on account of such products sold, leased and put into use by SpecTran ELCOTEL or any of its RELATED COMPANIESSUBSIDIARIES. SpecTran ELCOTEL shall retain such records with respect to each LICENSED REPORTABLE PRODUCT for at least seven (7) years from the sale, lease or putting into use of such LICENSED PRODUCTREPORTABLE PRODUCT on which a royalty may be due. LUCENT shall have the right through its accredited auditors auditors, at its expense, to make an examination, once annually, during normal business hourshours and in a reasonable manner, not more frequently than annually of all records and accounts bearing upon the amount of royalty payable to it hereunder and will not use such information except to verify royalty payablehereunder. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. (b) Independent of any such examination, LUCENT will credit to SpecTran ELCOTEL the amount of any overpayment of royalties made in error which is identified and fully explained in a written notice to LUCENT delivered within twelve eighteen (1218) months after the due date of the payment which included such alleged overpayment, provided that LUCENT is able to verify, to its own satisfaction, the existence and extent of the overpayment. (c) No refund, credit or other adjustment of royalty payments shall be made by LUCENT except as provided in this Section 2.022.05. Rights conferred by this Section 2.02 2.05 shall not be affected by any statement appearing on any check or other document, except to the extent that any such right is expressly waived or surrendered by a Party party having such right and signing such statement.