Records; Audit Right Sample Clauses

Records; Audit Right. During the term of this Agreement and for a period of three (3) years thereafter, Reseller shall maintain complete and accurate records of all agreements with End Users, including the name, title, address, e-mail address, and phone number, and all payment transactions with End Users; and provide such records to Company in the context of Dispute Resolution pursuant to Section 14(e) of this Agreement. In addition, Company reserves the right to audit the books and records of Reseller, including the above material, upon reasonable prior notice during business hours. In the event that the audit discloses an underpayment discrepancy in the amounts owed hereunder, Reseller shall make immediate payment for such underpayment. Disclaimer of Warranties. COMPANY MAKES ITS WARRANTIES DIRECTLY TO END USERS. COMPANY MAKES NO WARRANTIES TO RESELLER. COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR USE. TO THE EXTENT THAT COMPANY CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW.
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Records; Audit Right. BeiGene will maintain complete and accurate records of its Sales Force Costs and other Commercialization and Related Costs and activities related to the Products in the CRM system and in a suitable enterprise reporting package (ERP) in order to permit Amgen to audit Sales Force Costs and other Commercialization and Related Costs and activities related to Products in accordance with Section 8.4.3.
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Records; Audit Right. Distributor shall maintain complete and accurate ------------------- records of all documentation relating to the number of Merchants receiving services from Distributor's Test
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Records; Audit Right. Tenant shall have all rights granted to Landlord, if any, to audit any Shared Driveway Costs bill for whixx Xenant shall be obligated to pay any portion hereunder.
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Records; Audit Right. ALLERGAN shall maintain records sufficient to enable accurate calculation of the costs and expenses incurred by ALLERGAN in providing the Support Services. ALLERGAN shall permit an independent public accountant designated by GSK and reasonably acceptable to ALLERGAN, to have access, no more than once in each Calendar Year during the Term and no more than once following the expiration or termination of the Term, during regular business hours and upon at least thirty (30) days' written notice, to examine in confidence ALLERGAN's records solely to the extent necessary to determine that *** with respect to such Calendar Year. The independent public accountant shall not report to GSK anything other than whether *** with respect to such Calendar Year. The costs and expense incurred by ALLERGAN in providing the Support Services shall not be otherwise subject to audit or review by GSK or to any report by the independent public accountant performing any audit or review permitted by this Section. The costs of such review or audit shall be at GSK's expense. *** Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended.
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Records; Audit Right. Buyer shall, from the Closing Date until the date that is two years following the end of each calendar year during the Earn-Out Period, keep accurate books of all accounts and other records in sufficient detail so that the Contingent Payments payable under this Agreement can be properly and fully ascertained. Buyer shall, at the request of Seller, permit a nationally recognized registered independent auditor in the United States selected by Seller and reasonably acceptable to Buyer (the “Independent Auditor”) to review during ordinary business hours and upon no less than 30 days’ prior written notice to Buyer such books and records as may be necessary to determine the accuracy of any Contingent Consideration Statement for the fourth quarter of any calendar year or to obtain information as to Contingent Payments paid or payable pursuant to the terms of this Agreement. The Independent Auditor shall be obligated to execute a confidentiality agreement in form and substance reasonably satisfactory to Buyer prior to commencing any such inspection; provided that the Independent Auditor shall be permitted to disclose to Seller (i) whether the Independent Auditor believes it has been provided reasonable access to the relevant books and records to conduct an audit and inspection in accordance with this Section 2.10(c), and if not, the nature of any deficiencies in such access, (ii) any differences between the Independent Auditor’s findings regarding Net Revenue and the calculations of Net Revenue set forth in any applicable Contingent Consideration Statement for the fourth quarter of the applicable calendar year and (iii) which Milestones, if any, were met with respect to such calendar year. Such inspections may be made no more than once each calendar year and during normal business hours. The books and records for any particular calendar year shall be subject to no more than one inspection, and in no event shall any inspection be initiated with respect to any calendar year more than two years following the end of such calendar year. The Independent Auditor shall send a copy of its written reports to Buyer at the same time it is sent to Seller. Seller shall be responsible for the fees and expenses of the Independent Auditor; provided, however, that Buyer shall reimburse Seller in full for all such costs and expenses of the Independent Auditor if the Independent Auditor determines that the Contingent Payment paid hereunder is less than the amount actually owed for th...
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Records; Audit Right 
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Related to Records; Audit Right

  • Records; Audit Purchaser will, and will cause its Affiliates to, keep and maintain for [***] years after the relevant calendar quarter complete and accurate books and records in sufficient detail so that Net Sales and payments made hereunder can be properly calculated. No more frequently than once during each calendar year during the Term and once during the [***] year period thereafter, Purchaser will permit independent third-party auditors appointed by Spectrum or Bayer (the party requesting an audit, the “Auditing Party”) and with at least [***] days advance notice at any time during normal business hours, accompanied at all times, to inspect, audit and copy reasonable amounts of relevant accounts and records of Purchaser and its Affiliates and reports submitted to Purchaser and its Affiliates pertaining to a Payment Period that is not earlier than [***] months from the date of conclusion of the audit, for the sole purpose of verifying the accuracy of the calculation of payments to Spectrum pursuant to this Article 4. The accounts, records and reports related to any particular period of time may only be audited one time under this Section 4.5. The Auditing Party will cause their independent third-party auditors not to provide the Auditing Party with any copies of such accounts, records or reports and not to disclose to the Auditing Party any information other than information relating solely to the accuracy of the accounting and payments made by Purchaser pursuant to this Article 4. The Auditing Party will cause its independent third-party auditors to promptly provide a copy of their report to Purchaser. If such audit determines that payments are due to Spectrum, Purchaser will pay to Spectrum any such additional amounts within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party, unless such audit report is disputed by Purchaser, in which case the dispute will be resolved in accordance with Section 16.10. If such audit determines that Purchaser has overpaid any amounts to Spectrum, Spectrum will refund any such overpaid amounts to Purchaser within [***] Business Days after the date on which such auditor’s written report is delivered to Purchaser and the Auditing Party. Any such inspection of records will be at Spectrum’s expense unless such audit discloses a deficiency in the payments made by Purchaser (whether for itself or on behalf of its Affiliates) of more than [***] percent ([***]%) of the aggregate amount payable for the relevant period, in which case Purchaser will bear the cost of such audit. Each of the parties agrees that all information subject to review under this Section 4.5 is Purchaser’s Confidential Information that is subject to Spectrum’s confidentiality and non-use obligations under Section 9.5.2, and the Auditing Party agrees that it will cause its independent third-party auditors to also retain all such information subject to the non-disclosure and non-use restrictions of Section 9.5.2 or similar (but no less stringent) obligations of confidentiality and non-use customary in the accounting industry.

  • Audit Right In the event the Controllable Operating Expenses (as defined below) increase by more than three percent (3%) in any given Lease Year (as measured against the Controllable Operating Expenses for the immediately preceding Lease Year), or as otherwise reasonably requested by Tenant (or required by Tenant’s business partners and/or applicable law), then Tenant may audit Landlord’s records and all information pertaining to Operating Expenses in order to verify the accuracy of Landlord’s determination of the Tenant’s Share subject to the procedure noted below. Controllable Operating Expenses shall include all Operating Expenses other than utilities (e.g., electricity, gas, water and sewer), management fees, security expenses, insurance, taxes, assessments, snow and ice removal and other weather related charges, association fees and charges under any declaration, storm water fees and similar governmental or quasi-governmentally imposed fees, and any other expenses which are set or determined by a governmental entity or other third party and non-negotiable, or are otherwise beyond Landlord’s reasonable control including minimum wage increases, hereafter, “Controllable Operating Expenses”. Tenant must comply with the following in order to audit Landlord’s records and information pertaining to Operating Expenses: (i) Tenant must give notice to Landlord of its election to undertake said audit within one hundred twenty (120) days after receipt of the statement of the actual amount of Tenant’s Share for the preceding calendar year from Landlord, and with respect to such audit, Tenant may audit the two preceding calendar years; (ii) Such audit will be conducted only during regular business hours at the office where Landlord maintains records of Operating Expenses and only after Tenant gives Landlord fourteen (14) days’ advance written notice; (iii) Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days of its receipt by Tenant and no such audit shall be conducted if any other tenant of the Building has conducted an independent audit for the time period Tenant intends to audit and Landlord furnishes to Tenant a copy of such audit; (iv) No audit shall be conducted at any time that Tenant is in default (after the expiration of any applicable grace and/or cure period) of any of the terms of this Lease; (v) No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Premises; (vi) Such audit review by Tenant shall not postpone or alter the liability and obligation of Tenant to pay any amounts due under the terms of this Lease; and (vii) Such audit shall be conducted by an independent, reputable accounting firm which is not being compensated by Tenant on a contingency fee basis. Within thirty (30) days after Tenant’s receipt of such audit, Tenant must give notice to Landlord of any disputed amounts and identify all items being contested in Landlord’s statement of the Tenant Share. If Landlord and Tenant cannot agree upon any such item as to which Tenant shall have given such notice, the dispute shall be resolved by an audit by a major accounting firm mutually and reasonably acceptable to Landlord and Tenant and the cost of said joint audit shall be paid by the non-prevailing party. Any adjustment required as a result of any audit shall be paid within 30 days, or adjusted in the next installment(s) of Tenant’s Share.

  • Audit Rights The Recipient shall, at all reasonable times, provide the Director access to a right to inspect all sites and facilities involved in the Project and access to and a right to examine or audit any and all books, documents and records, financial or otherwise, relating to the Project or to ensure compliance with the provisions of this Agreement. The Recipient shall maintain all such books, documents and records for a period of three (3) years after the termination of this Agreement, and such shall be kept in a common file to facilitate audits and inspections. All disbursements made pursuant to the terms of this Agreement shall be subject to all audit requirements applicable to State funds. The Recipient shall ensure that a copy of any final report of audit prepared in connection with and specific to the Project, regardless of whether the report was prepared during the pendency of the Project or following its completion, is provided to the Director within ten (10) days of the issuance of the report. The Recipient simultaneously shall provide the Director with its detailed responses to each and every negative or adverse finding pertaining to the Project and contained in the report. Such responses shall indicate what steps will be taken by the Recipient in remedying or otherwise satisfactorily resolving each problem identified by any such finding. If the Recipient fails to comply with the requirements of this Section or fails to institute steps designated to remedy or otherwise satisfactorily resolve problems identified by negative audit findings, the Director may bar the Recipient from receiving further financial assistance under Chapter 164 of the Revised Code until the Recipient so complies or until the Recipient satisfactorily resolves such findings.

  • Access to Records; Copies The Assuming Bank agrees to permit the Receiver and the Corporation access to all Records of which the Assuming Bank has custody, and to use, inspect, make extracts from or request copies of any such Records in the manner and to the extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any Record in the form of microfilm or microfiche pertaining to Deposit account relationships; provided, that in the event that the Failed Bank maintained one or more duplicate copies of such microfilm or microfiche Records, the Assuming Bank hereby assigns, transfers, and conveys to the Corporation one such duplicate copy of each such Record without cost to the Corporation, and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation under this Article VI as soon as practicable on or after the date of this Agreement. The party requesting a copy of any Record shall bear the cost (based on standard accepted industry charges to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A copy of each Record requested shall be provided as soon as practicable by the party having custody thereof.

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