Records and Auditing. 8.1 Each Party will maintain complete and accurate books, records and accounts used for the determination of any payment obligations under this Agreement, which books, records and accounts will be retained by such Party until [***] ([***]) years after the end of the period to which such books, records and accounts pertain. The Licensee shall make such books, records and accounts available to Ascendis for an additional [***] ([***]) years if reasonably available and required by the applicable tax authority.
Records and Auditing. 8.1 Each Party shall, and the Licensee shall procure that its Affiliates and Sub-Licensees shall, maintain complete and accurate books, records and accounts used for the determination of any payment obligations under this Agreement, which books, records and accounts will be retained by such Party until [***] after the end of the period to which such books, records and accounts pertain.
8.2 Each Party will have the right to have an independent certified public accounting firm of internationally recognized standing, reasonably acceptable to the other Party, have access during normal business hours, and upon [***] prior written notice, to such of the records of the other Party and its Affiliates as may be reasonably necessary to verify the accuracy of any payment made or received during the [***] prior to the date of such request; provided, however, that no Party will have the right to conduct more than one such audit in any [***] period. The accounting firm will disclose to the Parties only whether the data reported by the audited Party are correct or incorrect and the specific details concerning any discrepancies. The auditing Party will bear all costs of such audit, unless the audit reveals a discrepancy in the auditing Party’s favour of more than [***], in which case the audited Party will bear the cost of the audit. The results of such accounting firm will be final, absent manifest error. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
8.3 If, based on the results of any audit, additional payments are owed Ascendis under this Agreement, then Sanofi will make such additional payments promptly after the accounting firm’s written report is delivered to both Parties. If, based on the results of any audit, any payments made by Sanofi to Ascendis exceeded the amounts due and payable under this Agreement, then Ascendis will return such excess to Sanofi promptly after the accounting firm’s written report is delivered to both Parties.
Records and Auditing. General Contractor will require all subcontractors, Vendors and suppliers, and Prime Consultant will require that all subconsultants be bound by the records retention and auditing provisions in Section 10.13.
Records and Auditing. Indevus shall maintain complete and accurate records which are relevant to payments under this Agreement and, upon the written request of Schering with at least ten (10) Business Days’ notice, Indevus shall permit an independent certified public accounting firm of internationally recognized standing selected by Schering and consented to by Indevus, to have access to such records during reasonable business hours for any Contract Year ending not more than three (3) full Years prior to the date of such request for examination at Schering’s expense and not more often than once each Year, for the sole purpose of verifying for Schering the correctness of calculations under this Agreement. Schering shall bear its own costs related to such audit; provided, that for any underpayments by Indevus in an amount greater than five percent (5%) of the amounts owed in the aggregate by Indevus under this Agreement and the License Agreement for the applicable period or periods being examined, Indevus shall pay Schering the amount of underpayment, interest on the amount of the underpayment as provided for in Section 10.2 from the time the payment was due and the reasonable out-of-pocket costs of such accounting firm. For any underpayments by Indevus in an amount less than five percent (5%) of the amounts owed in the aggregate by Indevus for the applicable period or periods being examined under this Section 9.2, Indevus shall pay Schering the amount of such underpayment. Any overpayments by Indevus will, at Indevus’ option, be refunded to Indevus or credited to future payments. The accounting firm shall disclose to Schering only whether the reports are correct or incorrect and the specific details concerning any discrepancies. Any records or accounting information received from Indevus shall be confidential information solely for the purpose of Section 9.2. Results of any such audit shall be provided to both Parties and shall be considered Confidential Information as defined in Section 13.1. Upon the expiration of twenty-four (24) months following the end of any Contract Year the calculation of amounts owed for such Contract Year shall be binding and conclusive upon Schering, and Indevus shall be released from any liability or accountability with respect to payments for such Contract Year.
Records and Auditing. 11.1 Lipoxen and Pharms shall during the term of this Agreement and for a period of five (5) years thereafter, keep at their normal place of business detailed and up-to-date records and accounts showing:-
11.1.1 any and all costs and expenses it has incurred in relation to the Development Programme; and
11.1.2 the quantity, description, and value of Products sold by it, on a country-by-country basis, and being sufficient to ascertain the payments due under this Agreement.
11.2 Each of the parties shall make its records and accounts available, on reasonable notice, for inspection during business hours by an independent chartered accountant nominated by the other party for the purpose of verifying the accuracy of any statement or report provided under this Agreement and any payments due under this Agreement. The accountant shall be required to keep confidential all information learnt during any such inspection, and to disclose to the inspecting party only such details as may be necessary to report on the accuracy of the statement, report or payment. The inspecting party shall be responsible for the accountant’s charges unless the accountant certifies that there is an inaccuracy of more than 5% (five per cent) in any statement or payment, in which case the party being inspected shall pay the accountant’s charges in respect of that inspection.
Records and Auditing. Each party shall maintain complete and accurate records of the activities performed under this Agreement (including records of sales and distribution) for a period of three (3) years after the completion thereof. Records relating to the performance of this Agreement shall be made available in confidence to other party's independent certified public accountants (or equivalent for non-U.S. jurisdictions) upon reasonable notice, which records may be used for the sole purpose of auditing a party's compliance with the Agreement. In the event that a shortfall greater than 10% is discovered in royalties paid by a party, such audit shall be at the audited party's expense, and such party shall promptly make up the difference.
Records and Auditing. The Manager will maintain separate records of business written by the Manager for the Company. The Company has the right, upon reasonable written notice and during normal business hours of the Manager, to copy, inspect and audit all the records, files and documents related to the Business as the Company, at its sole discretion, deems necessary. The Manager agrees to cooperate with the Company in conducting such inspections and audits. The insurance commissioner of the State of Wisconsin (the "Commissioner") shall have access to all books, bank accounts and records of the Manager in a form usable by the Commissioner. The Manager shall retain records according to sections Ins 6.61 and 6.80 of the Wisconsin Administrative Code Rules of the Commissioner of Insurance.
Records and Auditing. 5.01 (A) Manager shall maintain current, accurate and complete financial records on the modified accrual basis of accounting relating to its activities of the Ice Arena on a departmental basis. Said records shall delineate all activities of the Ice Arena. The systems and procedures used to maintain these records shall include all activities and operations, both direct and indirect, of the Ice Arena. The systems and procedures used to maintain these records shall include system of internal controls as approved by the City’s finance director, and all accounting records shall be maintained in accordance with generally accepted governmental accounting principles. All records referred to herein shall be maintained at the office of Manager and shall be made available for inspection and copying at reasonable times by the City’s finance director and/or accounting firm and/or auditor as provided for in paragraph 3.03(B) herein.
Records and Auditing. 5.01 Licensee shall keep and shall ensure that [*****] are [*****] bound to keep true and complete records of all data necessary for the determination of the [*****] of the [*****] that shall become due under Article [*****] hereof pursuant to Section [*****] of the [*****], and shall permit HERE or [*****] to examine such records under [*****] of the [*****]
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