Records Retention and Audit Rights Sample Clauses

Records Retention and Audit Rights. 6.5.1 Throughout the Term and the Post-termination Period and for five (5) years thereafter, the Licensee, at its expense, shall keep and maintain and shall cause each sublicensee and each non-affiliated Third Party that manufactures, sells, leases, or otherwise disposes of Licensed Products on behalf of the Licensee to keep and maintain complete and accurate records of all sales, leases, and other dispositions of Licensed Products during the Term and the Post-termination Period and all other records related to this Agreement. 6.5.2 In connection with an audit, the Licensee, upon written request, shall deliver to the University and its representatives true, correct and complete copies of all documents and materials (including electronic records) reasonably relevant to the Licensee's and sublicensees' performance of this Agreement, including, without limitation, all sublicenses granted. 6.5.3 To determine the Licensee's compliance with the terms of this Agreement, the University, at its expense (except as set forth in this subsection), may inspect and audit the Licensee's records referred to in subsection 6.5.1 at the Licensee's address as set forth in this Agreement or such other location(s) as the parties mutually agree during the Licensee's normal business hours. The Licensee shall cooperate in the audit, including providing at no cost, commodious space in the Licensee's place of business for the auditor. The Licensee shall reimburse the University for all its out-of-pocket expenses to inspect and audit such records if the University, in accordance with the results of such inspection and audit, determines that the Licensee has underpaid amounts owed to the University by at least three percent (3%) or twenty-five thousand dollars ($25,000), whichever is smaller, in a reporting period. The Licensee shall cause each sublicensee and each non-affiliated Third Party that manufactures, sells, leases, or otherwise disposes of Licensed Products on behalf of the Licensee to grant the University a right to inspect and audit the sublicensee's or Third Party's records substantially similar to the rights granted the University in this subsection. In connection with, and before the commencement of, an audit, if the Licensee requests in writing to the University, then prior to conducting such audit, the Licensee, the University and the auditor must enter into an agreement prohibiting the auditor and the University from disclosing the Licensee's nonpublic, proprietary in...

Records Retention and Audit Rights. Agency will retain all records relating to the Agreement or any Schedule for a period of seven (7) years after termination of the Agreement or applicable Schedule. During the Term, upon ten (10) days prior written notice, and not more than once per year (unless circumstances warrant additional audits as described below), AMS may audit Agency’s procedures and records that relate to the obligations under this Agreement. Notwithstanding the foregoing, the parties agree that AMS may conduct an audit at any time, in the event of (i) audits required by governmental or regulatory authorities or (ii) investigations of a breach of this Agreement.

Records Retention and Audit Rights. Licensee, at its expense, will keep and maintain full, accurate, and complete books of account and other records in sufficient detail to the parties and their agents to properly ascertain the Royalty due hereunder and compliance with the other terms of this Agreement. University shall have the right to inspect and copy such books, records and documents (in whatever medium they exist) as well as all accounting procedures and practices of Licensee, its agents, and subcontractors to verify Licensee’s Royalty reports and payments and its compliance with the terms of this Agreement. Licensee shall make such items available for inspection during normal business hours at Licensee’s place of business. Licensee shall retain all such items during the term of this Agreement and for a period of three (3) years thereafter. Any items relating to a claim arising out of the performance of this Agreement shall be retained by Licensee, its agents, and subcontractors, it any, until the claim has been resolved. Licensee shall reimburse University for all its out-of-pocket expenses to inspect and audit such records if University, in accordance with the results of such inspection and audit, determines that Licensee has underpaid amounts owed to University by at least three percent (3%) or five hundred and no/100 dollars ($500.00) for any Quarter, whichever is smaller.

Records Retention and Audit Rights. In addition to audit obligations as set forth in the RFP, TSI Contractor shall and shall cause each TSI Contractor Party to maintain accurate books, records, documents and other evidence concerning TSI Contractor’s performance of Work under this Contract (hereinafter referred to as the “Records”). TSI Contractor agrees to make available, at all reasonable times during which this Contract is in effect the Records for inspection or audit by any authorized representative of SRTA or the Georgia State Auditor. Within no more than five

Records Retention and Audit Rights. In addition to audit obligations as set forth in the ITB, Contractor shall and shall cause each Contractor Party to maintain accurate books, records, documents and other evidence concerning Contractor’s performance of Work under this Contract (hereinafter referred to as the “Records”). Contractor agrees to make available, at all reasonable times during which this Contract is in effect the Records for inspection or audit by any authorized representative of ATL or the Georgia State Auditor. Within no more than five (5) Days after the termination of this Contract for any reason, copies of all Records shall be given by the Contractor to ATL. Records that relate to appeals, litigation, or the settlements of claims arising out of the performance of this Contract, or costs and expenses of any such agreement as to which exception has been taken by the State Auditor or any of his or her duly authorized representatives, shall be retained by Contractor until such appeals, litigation, claims or exceptions have been disposed. Notwithstanding anything to the contrary stated in this provision, nothing in this Section shall obligate the Contractor to provide Contractor’s internal cost data for review or for audit. ATL shall also at all times during the Term of this Contract have the right to conduct the monitoring, reviewing, inspection, testing, reporting, auditing and other oversight functions set forth in the Contract Documents, including monitoring and auditing Contractor and its books and records to determine compliance with requirements of the Contract Documents and the approved Project Management Plan, including audit review of Design Documents, Plans, Construction Documents and other Submittals.

Records Retention and Audit Rights. Subscriber must maintain accurate records necessary to verify the number of Named Users it authorizes. Upon SCRIPTBOOK’s written request, Subscriber will provide SCRIPTBOOK with such records within twenty-four (24) hours. On the first request of SCRIPTBOOK, Subscriber shall provide an independent third party, hired by SCRIPTBOOK, with the right to examine, photocopy and audit all records and documents, in order to verify whether the Subscriber respects the provisions of this clause 4. In the event the Subscriber breaches clause 4.05, SCRIPTBOOK shall be entitled to the lump sum amount of 50,000 EUR per breach, as liquidated damages for the losses that SCRIPTBOOK incurred as a result of the breach, notwithstanding the right of SCRIPTBOOK to claim the actual damages. In addition to the liquidated damages, the Subscriber shall also be obligated to refund the third party audit costs to SCRIPTBOOK.

Records Retention and Audit Rights. Purchaser will maintain and retain, and ensure that other Purchaser Parties maintain and retain true and correct records in connection with all matters relating to this Agreement for at least twenty-four (24) months from the Closing Date or the end of the calendar year in which this Agreement is terminated, whichever first occurs. Seller (or its representative) may inspect all records at any time during this retention period to determine Purchaser’s compliance with the terms of this Agreement.

Records Retention and Audit Rights. Agency shall retain all records relating to the Agreement or any Schedule for a period of at least seven (7) years after termination of the Agreement or applicable Schedule. During the Term, upon ten

Records Retention and Audit Rights. (a) Throughout the Sublicense Agreement Term, Angiotech, at its expense, shall keep and maintain for a period of three (3) years complete and accurate records of all sales, leases and other dispositions of Licensed Products during the Sublicense Agreement Term. (b) On behalf of the University or Athersys, an independent certified public accountant, at the University’s or Athersys’ expense, shall have the right to inspect and audit, once each year, Angiotech’s records referred to in Section 3.4(a) at Angiotech’s address set forth in the preamble of this Sublicense Agreement during Angiotech’s normal business hours. If the independent certified public accountant, in accordance with the results of such inspection and audit, determines that Angiotech has underpaid amounts owed to Athersys hereunder by at least five percent (5%) or Forty-Two Thousand Dollars ($42,000), whichever is smaller, in any annual reporting period, Angiotech shall reimburse the University or Athersys, whichever performed the audit, for all of the University’s or Athersys’ reasonable expenses paid or owed to the accountants to inspect and audit such records, in addition to payment to Athersys of all underpaid amounts.

Records Retention and Audit Rights. 5.4.1 The Company, at its expense, shall keep and maintain complete and accurate records of all sales, leases, and other dispositions of Products which enable the calculation of royalties payable hereunder to be verified. The Company shall retain the books and records for each quarterly period for [****] years after the submission of the corresponding report under Section 5.3 hereof. 5.4.2 The University, at its expense, except as set forth below in this subsection, shall have the right to select an independent certified public accountant, reasonably acceptable to the Company, to inspect and audit the Company’s records referred to in subsection 5.4.1 hereof no more than once per calendar year, at the Company’s address as set forth in Section 12.10 hereof or such other location as the parties shall mutually agree during the Company’s normal business hours, for the sole purpose of verifying the accuracy of the Company’s payments and compliance with this Agreement. Such independent accountants may have access to the relevant books and records of the Company to conduct a review or audit. The accounting firm shall enter into a confidentiality agreement with the Company and shall report to Licensor only whether there has been a royalty underpayment and, if so, the amount thereof. The Company shall reimburse the University for all its out-of-pocket expenses to inspect and audit such records if the results of such inspection and audit determines that the Company has underpaid amounts owed to the University by at least [****] in a year.