Records and Inspection Rights. Distributor will keep and maintain proper records and books of account relating to its distribution and sublicensing of Licensed Software to Customers. Siebel may have an independent audit firm inspect and audit on its behalf, any such records to verify Distributor's compliance with its payment obligations hereunder. Any such inspection will be conducted during regular business hours, upon at least five (5) business days advance written notice, at Distributor's offices in a manner that does not unreasonably interfere with Distributor's business activities. The person or entity conducting such audit must execute an appropriate confidentiality agreement with respect to Distributor's non-public or proprietary information. Such inspection shall be at Siebel's cost and expense, unless the inspection reveals that Distributor underpaid the amount actually owing by ten percent (10%) or more, in which case Distributor shall pay such costs and expenses. Such audits may be conducted no more than once in any twelve (12) month period. In the event that Siebel wishes to inspect such books and records. Distributor will make all relevant records available. Distributor shall use reasonable commercial efforts to compel its Customers to permit Siebel to inspect the records of such Customer as provided in this Section.
Records and Inspection Rights. Licensee will keep and maintain, for a period of two (2) years, proper records and books of account relating to Licensee's marketing and distribution of the Products. CAERE may inspect such records to verify Licensee's statements. Any such inspection will be conducted only by independent public accountants during regular business hours at Licensee's offices in a manner that does not unreasonably interfere with Licensee's business activities. Such inspection shall be at CAERE's cost and expense; provided, however, if the audit reveals overdue payments in excess of five percent (5%) of the payments owed to date, Licensee shall pay the cost of such audit(s) and for each such audit CAERE may conduct another audit during the same twelve (12) month period. Licensee shall also immediately pay any overdue payments revealed by such audit(s) plus interest at the rate of the lesser of one and one half percent (1 1/2%) per month or the maximum then permitted by applicable law, from the due date until paid. Except as set forth above, such audits may be conducted no more than once in any twelve (12) month period. In the event that CAERE wishes to inspect such books and records, Licensee will make all relevant records available, including but not limited to all records relating to activities outside of the United States (whether such records were originally generated within or outside of the United States). In no event may CAERE commence an inspection of any statement later than two (2) years from the date of such statement.
Records and Inspection Rights. During the term of this Agreement and for seven (7) years thereafter or in accordance with their respective corporate records retention policies, whichever is longer, each Party agrees to maintain accurate records arising from or related to any Service provided hereunder, including accounting records and documentation produced in connection with the provision of any Service. Upon reasonable written notice from a Recipient, the applicable Provider shall make available to such Recipient or its Personnel (i) at such Recipient’s sole expense, reasonable access to or, at such Provider’s expense, copies of, the records with respect to such Service during regular business hours, and (ii) electronic copies of any such records (to the extent such records have not been migrated to the Recipient), in which case the Recipient shall reimburse the Provider for reasonable out-of-pocket expenses incurred in providing the Recipient with any such electronic records.
Records and Inspection Rights. Each Party shall maintain, and shall cause the other members of such Party’s Group to maintain, accurate records of the receipts, invoices, reports and other documents relating to the IT Services (the “Records”) for the period applicable to such Records under B/E’s records retention policy in effect as of the date of this Agreement, following the expiration of the applicable Term, in order to provide the other Party the opportunity to verify the accuracy, completeness and appropriateness of the charges for the IT Services and that the IT Services are being provided in accordance with the terms of this Agreement and Schedule A. Upon reasonable written notice from KLX, B/E shall make available to KLX or its Representatives (at KLX’s sole cost and expense) reasonable access to, or at KLX’s sole cost and expense, copies of, the Records with respect to such IT Service during regular business hours.
Records and Inspection Rights. Each Party shall maintain, and shall cause the other members of such Party’s Group to maintain, accurate records of the receipts, invoices, reports and other documents relating to the Transition Services (the “Records”) for a period of seven (7) years following the expiration of the applicable Term, in order to provide the other Party the opportunity to verify the accuracy, completeness and appropriateness of the charges for the Transition Services and to verify that the Transition Services are being provided in accordance with the terms of this Agreement and the applicable Schedule. Upon reasonable written notice from the Service Recipient of any Transition Service, the Service Provider shall make available to the Service Recipient or its Representatives (at the Service Recipient’s sole cost and expense) reasonable access to, or at the Service Recipient’s sole cost and expense, copies of, the Records with respect to such Transition Service during regular business hours.
Records and Inspection Rights. Each Party shall maintain, and shall cause the other members of such Party’s Group to maintain, accurate records of the receipts, invoices, reports and other documents relating to the Transition Services (the “Records”) for the period applicable to such Records under B/E’s records retention policy in effect as of the date of this Agreement, following the expiration of the applicable Term, in order to provide the other Party the opportunity to verify the accuracy, completeness and appropriateness of the charges for the Transition Services and that the Transition Services are being provided in accordance with the terms of this Agreement and the applicable Schedule. Upon reasonable written notice from the Party Recipient of any Transition Service, the Party Provider shall make available to the Party Recipient or its Representatives (at the Party Recipient’s sole cost and expense) reasonable access to, or at the Party Recipient’s sole cost and expense, copies of, the Records with respect to such Transition Service during regular business hours.
Records and Inspection Rights. Both Parties shall keep and maintain proper records and books of account relating to the obligations contained in this Agreement, including but not limited to those contained in Section 15 and those regarding the Payments and/or billing of Nextel Users hereunder. Each Party may inspect such records of the other, but not more than twice in any twelve (12) month period. Any such inspection (an “Audit”) will be conducted after reasonable notice and during regular business hours at the offices of the Party to be audited in a manner that does not unreasonably interfere with the business activities of the Party to be audited. With regard to an Audit regarding the obligations contained in Section 15 of this Agreement, without limiting any other rights or remedies of Nextel under this Agreement or at law, upon notice from Nextel regarding a breach of this Agreement, Company shall promptly develop a corrective action plan in cooperation with Nextel, such plan to be subject to Nextel’s approval, and shall promptly thereafter implement such plan. With regard to the Payment obligations contained in this Agreement, the audited Party shall immediately pay the auditing Party the amount of any underpayment revealed by an Audit.
Records and Inspection Rights. VAR will keep and maintain proper records and books of account relating to its distribution of the Products to Customers. EqualLogic may have an independent audit firm inspect and audit on its behalf, any such records to verify VAR's compliance with its payment obligations hereunder. Any such inspection will be conducted during regular business hours, upon at least five (5) business days advance written notice, at VAR's offices in a manner that does not unreasonably interfere with VAR's business activities. The person or entity conducting such audit must execute an appropriate confidentiality agreement with respect to VAR's non-public or proprietary information. Such inspection shall be at EqualLogic's cost and expense, unless the inspection reveals that VAR underpaid the amount actually owing by five percent (5%) or more over any quarterly period, in which case VAR shall pay such reasonable out of pocket costs and expenses. Such audits may be conducted no more than once in any twelve (12) month period. In the event that EqualLogic wishes to inspect such books and records, VAR will make all relevant records available. VAR shall use reasonable commercial efforts to compel its Customers to permit EqualLogic to inspect the records of such Customer as provided in this Section, the cost of such inspections to be borne equally by the parties and the parties agree to discuss in good faith the necessity of any such inspection.
Records and Inspection Rights. Operator shall keep and maintain proper records and books of account relating to the amounts payable hereunder. Nextel may inspect such records to verify rendered statements, but not more than twice in any twelve (12) month period. Any such inspection (an “Audit”) will be conducted after reasonable notice and during regular business hours at Operator’s offices in a manner that does not unreasonably interfere with Operator’s business activities. Any Audit shall be at Nextel’s cost and expense; provided, however, if it reveals underpayments in any quarterly period in excess of five percent (5%) of amount actually paid for such quarter, Operator shall pay the reasonable cost of the Audit. Operator shall immediately pay Nextel the amount of any underpayment revealed by an Audit.
Records and Inspection Rights. It will keep and maintain, and will cause the Affiliates, the EPC Contractors and the Operators to keep and maintain, true, correct and complete records and books of account, in which complete entries will be made in accordance with GAAP and Applicable Law, reflecting all financial transactions of the Projects, Borrower, the Affiliates, the EPC Contractors and the Operators. It will also, and will cause the Affiliates to, keep and maintain true, correct and complete inventories of all Collateral and records of all transactions relating thereto. All such records, books of account and inventories will be kept and maintained at its principal place of business or at the Sites. At any reasonable time and from time to time, it agrees to permit, and to cause the Affiliates, the EPC Contractors and the Operators to permit, either Agent, the Engineer and any agent or representative thereof, to examine and make copies of and abstracts from such records, books of account and inventories, to visit the Projects and the other properties of Borrower and the Affiliates and to discuss the affairs, finances and accounts of Borrower, the Affiliates and the Projects directly with its and their auditors and with any of its and their officers or managers; provided, that unless a Default or an Event of Default has occurred and is continuing, all discussions with the auditors of Borrower and the Affiliates will include a representative of Borrower, and the Agents will provide a copy of all written correspondence with the auditors to Borrower. It will, and will cause the Affiliates to, at all times maintain at the Sites or at its principal place of business a complete set of the current and, if available, as-built plans and specifications for the Projects, which will be available for inspection by the Agents, the Engineer and their respective agents and representatives.
