Records, Audit and Inspection. 16.1 The Service Provider shall, and shall procure that its sub-contractors shall:
Records, Audit and Inspection. DTLA shall have the right, at reasonable times and intervals, to have audited Adopter's books and records to ascertain the propriety of any payment hereunder. Such audit shall be undertaken at the auditing party's sole expense, and the auditor, who shall be a Certified Public Accountant from a major accounting firm, shall only disclose those matters which the auditing party has the right to know under this Agreement, and the results of the audit shall be deemed confidential.
Records, Audit and Inspection. 41.1 The Contractor will, and will procure that its Sub-Contractors will:
Records, Audit and Inspection. Showa Denko and its Permitted Sublicensees and Authorized Contract Manufacturers shall keep accurate and complete financial and technical records with respect to their manufacture and sale or other disposition of Licensed Products, and with respect to the royalties payable to Universal Display hereunder on account thereof, for a minimum of three (3) years from the date of payment of said royalties. An independent certified public accountant selected by Universal Display and approved by Showa Denko (such approval not to be unreasonably withheld), together with such technical support staff as such accountant reasonably deems necessary, shall have the right to audit such records and inspect such of Showa Denko’s or its Permitted Sublicensees’ or Authorized Contract Manufacturers’ materials, equipment and manufacturing processes as are reasonably necessary in order to verify Showa Denko’s payment of all royalties due hereunder. Universal Display shall give reasonable advance notice of any such audit or inspection to Showa Denko, and such audit or inspection shall be conducted during Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract Manufacturer’s normal business hours and in a manner that does not cause unreasonable disruption to Showa Denko’s or the Permitted Sublicensee’s or Authorized Contract Manufacturer’s conduct of its business. The results of any such audit or inspection shall be deemed a Confidential Item (defined below) of Showa Denko and shall not be disclosed by Universal Display except as may be necessary for Universal Display to enforce its rights hereunder. If the audit or inspection reveals that Showa Denko has underpaid any royalties due to Universal Display, Showa Denko shall immediately pay to Universal Display all unpaid royalties, plus interest on the unpaid amounts from the date payment was initially due at the rate specified in Section 6.1 above. Universal Display shall be responsible for paying the fees and expenses charged by the accountant for conducting any audit or inspection hereunder; provided, however, that if the unpaid royalties exceed [The confidential material contained herein has been omitted and has been separately filed with the Commission.] percent [The confidential material contained herein has been omitted and has been separately filed with the Commission.] of the total royalties that should have been paid by Showa Denko during the audited period, Showa Denko shall promptly reimburse Universal Display ...
Records, Audit and Inspection. 20.1 The Contractor shall, and shall procure that its sub-contractors shall:
Records, Audit and Inspection. 11.1 The Consultant shall and shall procure that its sub-consultants shall:
Records, Audit and Inspection. 6.1 The Subscriber will retain records (whether electronic or otherwise) which enable ASXO to verify the Subscriber’s compliance with this Agreement, including the number of Licensed Users and Additional Users that could access or view the Product in the immediately preceding year. The Subscriber will also maintain appropriate procedures which ensure that only the nominated number of Licensed Users and Additional Users can access or view the Product at any given time.
Records, Audit and Inspection. Licensor shall have the right, at reasonable times and intervals, to have audited Adopter’s books, records and other necessary materials or processes to confirm and/or ascertain (i) whether sales of Licensed Components are made in compliance with Section 3.2 of this Agreement; and (ii) the propriety of any payment hereunder. Any such audit shall be undertaken at Licensor’s sole expense and shall be conducted during normal business hours. Adopter shall cooperate with Licensor to carry out any such audit. With respect to audits relating to payments, the auditor shall be a Certified Public Accountant from a widely-recognized accounting firm, and shall only disclose those matters that Licensor has the right to know under this Agreement. The results of any audit shall be deemed confidential.
Records, Audit and Inspection. 20.1 The Service Provider shall:
Records, Audit and Inspection. Licensee will maintain adequate books, records and back-up documentation to allow Licensor to verify Licensee’s and sublicensees’ compliance with this Agreement. Such records must be maintained for a period of at least five (5) years after each such record is created, unless a longer period of time is required by applicable law or regulation. Upon five (5) days prior written notice, Licensor shall have the right, not more than four (4) times per year, by itself or through its designated agents/contractors who are not reasonably objectionable to Licensee and which may include Licensee, to conduct an audit and inspection of any or all of Licensee’s or sublicensees’ books, records, documentation, facilities, plants and equipment (including but not limited to computer hardware, software, servers, and data in any form or media) as are reasonably necessary to verify compliance with the terms of this Agreement. All individuals participating in the audit or inspection shall be under an obligation to maintain the confidentiality of any confidential information or trade secrets of Licensee or sublicensee that are disclosed in the course of the audit or inspection. The costs of such audits shall be paid for by Licensee.
