Records and Audit; Late Payments Sample Clauses

Records and Audit; Late Payments. During the Term, each party shall maintain accurate records of any and all fees payable to the other party under this Agreement. Any amounts owed under this Agreement not paid when due will be subject to a finance charge equal to one and one-half percent (1.5%) per month or the highest rate allowable by law, whichever is less, determined and compounded daily from the date due until the date paid. Payment of such finance charges will not excuse or cure any breach or default for late payment.
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Records and Audit; Late Payments. During the Term, each party shall maintain accurate records of Banner Advertisements served to the Results Pages, Impressions thereof, and Advertising Revenues received and calculations of the fees payable to the other party pursuant to Section 4.2. either party, at its expense, and upon ten (10) days' advance notice to the other party, shall have the right once during the Term to examine or audit such records in order to verify the figures reported in any quarterly report and the amounts owned to such party under this Agreement Any such audit shall be conducted, to the extent possible, in a mariner that does not interfere with the ordinary business operations of the audited party. In the event that any audit shall reveal an underpayment of more than ten percent (10%) of the amounts due to the auditing party for any quarter, the other party will reimburse such party for the reasonable cost of such audit.
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Records and Audit; Late Payments. During the Term, InfoSpace shall maintain records of the Banner Advertising Revenues received pursuant to this Agreement. Company at its expense, and upon ten (10) days advance notice to InfoSpace, shall have the right once each year during the Term to examine or audit such records in order to verify the figures reported in any quarterly report. In the event that any such audit shall reveal an underdelivery of more than 5% of the Banner Advertising Revenue Share for any quarter, Company shall have the right to conduct an additional audit during the year, and InfoSpace shall be responsible to pay the reasonable cost of an audit which determined the discrepancy of more than 5%. Any such audit shall be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of InfoSpace.
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Records and Audit; Late Payments. During the Term, the parties shall maintain accurate records of click-through revenues and fees payable to the other party pursuant to this Exhibit C. Either party may, upon ten (10) days advance notice to the other party, examine and audit such records of the other party in order to verify the figures reported in any reports made to the other party and any amounts owed to the other party under this Agreement. Any such audit shall be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of the other party. In the event that any audit shall reveal an underpayment of more than five percent (5%) of the amounts due for any quarter, the other party will reimburse the other party for the actual costs of such audit.
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Records and Audit; Late Payments. During the Term the Company shall maintain accurate records of the fees payable to InfoSpace under the Agreement. InfoSpace may, upon ten (10) days' advance notice to the Company, examine and audit such records of the Company in order to verify the figures reported in any quarterly reports made to InfoSpace and any amounts owed to InfoSpace by the Company under this Agreement. Any such audit shall be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of the Company. In the event that any audit shall reveal an underpayment of more than five percent (5%) of the amounts due to InfoSpace for any quarter, the Company will reimburse InfoSpace for the actual costs of such audit. [*] = Confidential Treatment Reqested EXHIBIT D Work to be performed by InfoSpace with cooperation of Company:
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Records and Audit; Late Payments. During the Term and for a period of one (1) year thereafter, PCS and ZapMe! shall maintain accurate records regarding the sums payable under this Agreement. Either party, at its expense, and upon ten (10) days' advance notice to the other party, shall have the right, not more than once during, any twelve (12) month period, to examine or audit such records in order to verify the figures reported in any monthly report and the amounts owed under this Agreement. Any such audit shall be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of the Party being audited. In the event that any audit shall reveal an underpayment, the party in arrears shall pay to the other party the amount of such underpayment plus interest thereon at the rate of one and one-half percent (1.5%) per month (or, if lower, the maximum rate permitted by law) and, if the amount of such underpayment is more than five percent (5%) of the amount due, will reimburse the auditing party for the cost of such audit. With regard to the sums payable under this Agreement, a good faith determination by the reporting party regarding the amount of the Revenue Share payable to the receiving party shall be final and binding.
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Records and Audit; Late Payments. During the Term, the Company shall maintain accurate records of Click-Through Revenues earned and calculations of the fees payable to InfoSpace pursuant to paragraph ___ of this Exhibit C. InfoSpace, at its expense, and upon ten (10) days' advance notice to Company, shall have the right once during the Term to examine or audit such records in order to verify the figures reported in any quarterly report and the amounts owned to InfoSpace under this Agreement. Any such audit shall be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of the Company. In the event that any audit shall reveal an underpayment of more than ten percent (10%) of the amounts due to InfoSpace for any quarter, the Company will reimburse InfoSpace for the actual costs of such audit.
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Records and Audit; Late Payments. During the Term, InfoSpace shall maintain records of Impressions delivered pursuant to this Agreement. Company **, and upon ** advance notice to InfoSpace, shall have the right once each year during the Term to examine or audit such records in order to verify the figures reported in any quarterly report. In the event that any such audit shall reveal an underdelivery of more than ** of the guaranteed number of Impressions for any quarter, Company shall have the right to conduct an additional audit during the year, and InfoSpace shall be responsible to pay the reasonable cost of an audit which determined the discrepancy of more than **. Any such audit shall be conducted, to the extent possible, in a manner that does not interfere with the ordinary business operations of InfoSpace.
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Related to Records and Audit; Late Payments

  • Records and Audit Arcadia, its Affiliates and sublicensees (if any) shall keep adequate records in sufficient detail to enable the royalties due to Xxxxxx hereunder to be determined. Said records shall be maintained during for a period of three (3) years following the termination of this Agreement. Upon fifteen (15) days written notice, said records may be inspected, and employees associated with performance under this Agreement may be interviewed, by an accountant selected by Xxxxxx, approved by Arcadia, which approval shall not be unreasonably withheld, and retained at Xxxxxx’x expense. Such examination shall be conducted no more than once annually upon request by Xxxxxx, during regular business hours and in such a manner as not to interfere with Arcadia’s normal business activities. If such examination should disclose any underreporting by Arcadia, Arcadia shall immediately pay Xxxxxx such amount, along with interest calculated pursuant to the terms set forth in this Section 4. Xxxxxx shall require such accountant to undertake to preserve the confidentiality of all information learned or obtained in connection with such audit; provided, however, the […*…] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. accountant shall report to Xxxxxx the amount properly payable and shall provide Xxxxxx with an explanation and detailed calculations for any discrepancy revealed by the audit. Xxxxxx shall bear the expense of the auditor, provided, however, Arcadia shall reimburse Xxxxxx for all reasonable audit expenses in the event that the audit establishes underpayment in excess of ten percent (10%) of payments properly due hereunder with respect to the audited period.

  • Records and Audits During the License Term and for a period of three (3) years thereafter, the Parties shall keep complete and accurate records in accordance with GAAP or IAS (as applicable) pertaining to the costs related to development, manufacture, sale or other disposition of Licensed Products hereunder for the preceding three (3) years. Each Party shall have the right to cause an independent, certified public accountant and associated with an independent accounting firm reasonably acceptable to the other Party to audit such records to confirm Actual Costs, Average Minimum Price Net Sales (in this case including an audit of each of the deductions taken in calculating Net Sales), royalties and other payments for a period covering not more than the preceding three (3) years. Such audits may be exercised during normal business hours upon reasonable prior written notice to the audited Party. The accounting firm shall enter into appropriate obligations of confidence with the audited Party to treat all information it receives during its inspection in confidence. The accounting firm shall disclose to the auditing Party only whether audited reports of costs or royalties are correct and details concerning any discrepancies, but no other information shall be disclosed to the auditing Party. Prompt adjustments shall be made by the Parties to reflect the results of such audit. The initiating Party shall bear the full cost of such audit unless such audit discloses a variance of more than *** percent (***%) from the amount of Actual Costs, Net Sales or royalties or other payments due to the auditing Party under this Agreement, in which event the audited Party shall bear the full cost of such audit. If any such audit reveals any underpayment or overpayment, the Parties shall promptly reconcile any such underpayment or overpayment. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

  • Records and Audit Rights Each Party shall maintain complete and accurate records in sufficient detail to permit the other Party to confirm the accuracy of the amount of Research Plan Costs to be reimbursed, achievement of Milestone Events, royalty payments and other amounts payable under this Agreement. Upon not less than [**] prior notice, the party maintaining the applicable records shall make such records available during normal business hours for examination by an independent certified public accountant selected by the auditing Party and reasonably acceptable to the audited Party for the sole purpose of verifying for the auditing Party the accuracy of the financial reports furnished by the audited Party pursuant to this Agreement or of any payments made, or required to be made, by or to the audited Party pursuant to this Agreement. Such audits shall not occur more often than [**], the audit shall last not longer than [**] and shall be conducted by a reasonable number of persons. The auditor shall not disclose the audited Party’s Confidential Information to the auditing Party, except to the extent such disclosure is necessary to verify the accuracy of the financial reports furnished by the audited Party or the amount of payments to or by the audited Party under this Agreement. Any amounts shown to be owed but unpaid shall be paid within [**] after the accountant’s report, plus interest (as set forth in Section 8.10) from the original due date. The auditing Party shall bear the full costs of such audit unless such audit reveals an overpayment to, or an underpayment by, the audited Party that resulted from a discrepancy in the financial report provided by the audited Party for the audited period, which underpayment or overpayment was more than [**] percent ([**]%) of the amount set forth in such report, in which case the audited Party shall reimburse the auditing Party for the costs for such audit. If any overpayment is identified, the auditing Party will refund such amount to the audited Party within [**] after the accountant’s report.

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

  • Inspection of Records and Reports Every Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may be kept at such place or places as the Board of Trustees may from time to time determine, except as otherwise required by law.

  • Records, Audits and Reports At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company.

  • Maintenance of Records and Accounting Services The Bank will maintain records with respect to transactions for which the Bank is responsible pursuant to the terms and conditions of this Agreement, and in compliance with the applicable rules and regulations of the 1940 Act. The books and records of the Bank pertaining to its actions under this Agreement and reports by the Bank or its independent accountants concerning its accounting system, procedures for safeguarding securities and internal accounting controls will be open to inspection and audit at reasonable times by officers of or auditors employed by the Fund and will be preserved by the Bank in the manner and in accordance with the applicable rules and regulations under the 1940 Act. The Bank shall perform fund accounting and shall keep the books of account and render statements or copies from time to time as reasonably requested by the Treasurer or any executive officer of the Fund. The Bank shall assist generally in the preparation of reports to shareholders and others, audits of accounts, and other ministerial matters of like nature.

  • RECORDS AND STATEMENTS The records of the Trustee pertaining to the Plan must be open to the inspection of the Plan Administrator, the Advisory Committee and the Employer at all reasonable times and may be audited from time to time by any person or persons as the Employer, Plan Administrator or Advisory Committee may specify in writing. The Trustee must furnish the Plan Administrator or Advisory Committee with whatever information relating to the Trust Fund the Plan Administrator or Advisory Committee considers necessary.

  • Records and Accounting The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership's business, including without limitation, all books and records necessary to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Section 9.3. Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles.

  • Maintenance of Books and Records; Record Retention 5.1. Ultimus shall maintain and keep current the accounts, books, records and other documents relating to the Services as may be required by applicable law, rules, and regulations, including Federal Securities Laws as defined under Rule 38a-1 under the Investment Company Act.

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