Records and Audit; Late Payments Sample Clauses

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, 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, 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, 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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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: 1) EMAIL SERVICES: - InfoSpace will build a customized Email solution for Company. - InfoSpace will provide a IMAP web-mail solution that allows for the mail storage functionality to remain at Company. Company shall pay for and provide a dedicated VPN to InfoSpace data center. - Both in-coming and out-going emails will go through a Xxxxx.xxx gateway. This will maximize Company's flexibility to filter, modify and customize the transmission of emails to its users. - Included in this functionality, InfoSpace will build up to [*] unique co-brands with unique domain names for Company's private labeled Company Affiliates Web Site customers. Each additional co-brand beyond the [*], will incur a one time cost of $[*]. - InfoSpace will allow for the provision of each of the Company users their own personal calendar as part of the application. - Maximum Size per account: [*] MB. Pricing for email services: - Term for email services: [*] for provision of email services - Fixed [*] Payments to InfoSpace [*] shall be the figures set forth in the table below: -------------------------------------------- [*] Fees -------------------------------------------- [*] [*] -------------------------------------------- [*] [*] -------------------------------------------- [*] [*] -------------------------------------------- [*] [*] -------------------------------------------- [*] [*] -------------------------------------------- - Company will pay the [*] fees on the [*] beginning on the Effective Date. - There shall be a cap of [*] Web-mail accounts over the [*] period. - Web-mail accounts beyond [*] will be charged $[*] per user. PRODUCT SPECIFICA...
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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 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.
Sample 1

Related to Records and Audit; Late Payments

  • Records and Audit A. Concessionaire shall maintain complete, accurate, and detailed accounting records of all transactions pertaining to the Concession Operation covered by this Agreement that will enable Concessionaire to prepare financial statements in accordance with generally accepted accounting principles. Concessionaire shall make such records available to any authorized representative of Department upon request, as often as it is deemed necessary by Department, to determine the effectiveness of the financial management system and internal procedures that have been established by Concessionaire, and to ensure compliance with the terms and conditions of this Agreement and that the financial statements and reports present fairly the results of Concessionaire's operations pursuant to this Agreement. Failure to do so shall be a material breach of this Agreement. Said records shall be maintained and made available to Department and the State of New Jersey for a period of seven (7) years after the termination or expiration of this Agreement. B. Concessionaire shall utilize a cash register as part of the Concession Operation. Concessionaire may request Department approval to also or alternatively utilize a Point of Service (POS) device. If approved in writing by Department, Concessionaire may then utilize a POS device as part of the Concession Operation. Any use of a POS device as part of the Concession Operation without the required prior Department-written approval shall be a material breach of this Agreement, subject to Suspension of Operations and/or Termination in accordance with the Terms and Conditions set forth in Paragraphs 9 and 10. C. All sales shall be recorded by means of cash registers or Department-approved POS devices that publicly display the amount of each sale and automatically issue a customer receipt or certify the amount recorded on a sales slip. Said cash registers or Department-approved POS devices shall, in all cases, have locked-in sales totals and transactions counters that constantly accumulate and that cannot, in either case, be reset. In addition, such cash registers must have a tape located within the register upon which transaction numbers and sales details are imprinted. Beginning and ending cash register or Department-approved POS device readings shall be recorded on a daily basis. In the event of technical or electrical failure of the cash register or Department-approved POS device, Concessionaire shall record all transactions by hand and issue a sequentially pre-numbered customer receipt in like manner. Failure to have a working cash register or Department-approved POS device shall be a material breach of this Agreement subject to immediate Suspension of Operations and/or Termination in accordance with the terms and conditions set forth in Paragraphs 9 and 10. Each cash register or Department-approved POS device must have the following: ● Dual Tape/Readable tape/or Electronic Report that records individual sales, total sales, and can generate a receipt (customer must be offered a paper or electronic receipt upon request) ● Customer Display ● Continuous grand total Each cash register must have the following: • Cumulative “Z” counter • Current printed date on detail tape

  • Records and Audits The Contractor shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this Contract.

  • FINANCIAL RECORDS AND AUDIT Seller shall retain all financial records and documents pertaining to the Goods for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, incurred costs and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

  • Retention of Records and Audit A. The Contractor shall maintain all financial data, supporting documents, and all other records relating to performance and billing under this Agreement for a period in accordance with state and federal law, a minimum retention period being no less than four (4) years after final payment under this Agreement. B. The Contractor shall permit the authorized representative of the Judicial Council or its designee or both at any reasonable time to inspect or audit all data relating to performance and billing to the Judicial Council under this Agreement. Without limiting the foregoing, this Agreement is subject to examinations and audit by the State Auditor for a period of three years after final payment.

  • RECORDS AND AUDIT PROVISIONS ON-SITE AND OFF-SITE REVIEWS/AUDITS

  • RECORDS AND AUDIT ACCESS 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. 17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice. 17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: 17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; 17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; 17.3.3 all related invoices are completely and accurately included in the MI returns; and 17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). 17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes: 17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors); 17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; 17.4.5 to review the Supplier's compliance with its security obligations; 17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or 17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit". 17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven

  • Records and Audit/Inspections 6.13.1 A-E shall keep an accurate record of time expended by A-E and/or consultants employed by A-E in the performance of this CONTRACT. 6.13.2 Within ten (10) days of COUNTY's written request, A-E shall allow COUNTY or authorized State or Federal agencies or any duly authorized representative to have the right to access, examine, audit, excerpt, copy or transcribe any pertinent transaction, activity, time cards or other records relating to this CONTRACT. 6.13.3 A-E shall keep such material, including all pertinent cost accounting, financial records and proprietary data for a period of three (3) years after termination or completion of the CONTRACT or until resolution of any claim or dispute between the PARTIES, whichever is later. 6.13.4 Should A-E cease to exist as a legal entity, records pertaining to this CONTRACT shall be forwarded within a reasonable period of time not to exceed sixty (60) days to its successor in interest or surviving entity in a merger or acquisition, or, in the event of liquidation, to COUNTY.

  • Records and Audit Rights To ensure that the Contractor and its subcontractors are complying with the warranty under Section 7 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (ii) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 7 below. To the extent necessary for the City to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the City shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the City to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the City with adequate and appropriate workspace so that the City can conduct audits in compliance with the provisions of this Section. The City shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.

  • 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.

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