Relevant Records and Audit Rights Sample Clauses

Relevant Records and Audit Rights. Company shall make available to Subscriber on request all information reasonably necessary to demonstrate compliance with this DPA and allow for and contribute to audits, including inspections by Subscriber or an auditor mandated by Subscriber, not being competitors of Company (“Mandated Auditor”) of any premises where the Processing of Subscriber Personal Data takes place in order to assess compliance with this DPA. Company shall provide reasonable cooperation to Subscriber in respect of any such audit and shall at the request of Subscriber, provide Subscriber with relevant records of compliance with its obligations under this DPA. Company shall promptly inform Subscriber if, in its opinion, a request infringes the Data Protection Laws or any other confidentially obligations with Company’s other customers. Subscriber agrees that: (1) audits may only occur during normal business hours, and where possible only after reasonable notice to Company (not less than 20 days' advance written notice); (2) audits will be conducted in a manner that does not have any adverse impact on Company's normal business operations; (3) Subscriber and any Mandated Auditor will comply with Company's standard safety, confidentiality, and security procedures in conducting any such audits; and (4) any records, data, or information accessed by Subscriber or any Mandated Auditor in the performance of any such audit will be deemed to be the Confidential Information of Company. To the extent any such audit incurs in excess of 20 hours of Company personnel time, Company may charge Subscriber on a time and materials basis for any such excess hours.
Sample 1
Relevant Records and Audit Rights. Simplesat shall make available to Customer on request all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections by Customer or an auditor mandated by Customer, not being competitors of Simplesat (“Mandated Auditor”) of any premises where the Processing of Customer Personal Data takes place in order to assess compliance with this Addendum (a “Customer Audit”). Simplesat shall provide reasonable cooperation to Customer with respect to a Customer Audit. Simplesat shall promptly inform Customer if, in its opinion, a Customer Audit infringes the Data Protection Laws or any other confidentiality obligations with Simplesat’s other customers. Customer agrees that: (1) each Customer Audit may only occur during normal business hours, and where possible only after reasonable notice to Simplesat (not less than 20 days’ advance written notice); (2) each Customer Audit will be conducted in a manner that does not have any adverse impact on Simplesat’s normal business operations; (3) Customer and any Mandated Auditor will comply with Simplesat’s standard safety, confidentiality, and security procedures in conducting any Customer Audit; and (4) any records, data, or information accessed by Customer or any Mandated Auditor in the performance of any Customer Audit will be deemed to be the Confidential Information of Simplesat. To the extent any Customer Audit incurs, in the aggregate, in excess of 10 hours of Simplesat’s or Simplesat Affiliates’ personnel time, Simplesat may charge Customer on a time and materials basis for any such excess hours.
Sample 1
Relevant Records and Audit Rights. Upon Company’s request, Provider shall promptly make available to Company all information reasonably necessary to demonstrate compliance with this Schedule and Data Protection Laws. In addition to any audit rights granted pursuant to the Agreement (if any), Provider shall allow for and contribute to audits, including inspections, by Company, any Company Affiliate, or an auditor mandated by Company (“Mandated Auditor”) of any relevant records or premises where the Processing of Company Personal Data takes place in order to assess compliance with this Schedule, and shall provide reasonable access to Company or the Mandated Auditor to inspect, audit, and copy any relevant records, processes, and systems documents in order that Company may satisfy itself that the provisions of this Schedule and Data Protection Laws are being complied with. If Provider is found to be in breach of this Schedule, Company has the right to immediately terminate this Agreement, including any applicable Order, without penalty.
Sample 1
Relevant Records and Audit Rights. Simplesat shall make available to Customer on request all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections by Customer or an auditor mandated by Customer, not being competitors of Simplesat (“Mandated Auditor”) of any premises where the Processing of Customer Personal Data takes place in order to assess compliance with this Addendum. Simplesat shall provide reasonable cooperation to Customer in respect of any such audit and shall at the request of Customer, provide Customer with relevant records of compliance with its obligations under this Addendum. Simplesat shall promptly inform Customer if, in its opinion, a request infringes the Data Protection Laws or any other confidentially obligations with Simplesat’s other customers. Customer agrees that: (1) audits may only occur during normal business hours, and where possible only after reasonable notice to Simplesat (not less than 20 days’ advance written notice); (2) audits will be conducted in a manner that does not have any adverse impact on Simplesat’s normal business operations; (3) Customer and any Mandated Auditor will comply with Simplesat’s standard safety, confidentiality, and security procedures in conducting any such audits; and (4) any records, data, or information accessed by Customer or any Mandated Auditor in the performance of any such audit will be deemed to be the Confidential Information of Simplesat. To the extent any such audit incurs in excess of 20 hours of Simplesat personnel time, Simplesat may charge Customer on a time and materials basis for any such excess hours.
Sample 1
Relevant Records and Audit Rights. Scout shall make available to Client on request all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections by Client or an auditor mandated by Client, not being competitors of Scout ("Mandated Auditor")of any premi ses where the Processing of Client Personal Data takes place in order to assess compliance with this Addendum. Scout shall provide reasonable cooperation to Client in respect of any such audit and shall at the request of Client, provide Client with relevant records of compliance with its obligations under this Addendum. Scout shall promptly inform Client if, in its opinion, a request infringes the Data Protection Laws or any other confidentially obligations with Scout’s other Clients. Client agrees that: (1) audits may only occur during normal business hours, and where possible only after reasonable notice to Scout (not less than 20 days' advance written notice); (2) audits will be conducted in a manner that does not have any adverse impact on Scout's normal business operations; (3) Mandated Auditor will comply with Scout's standard safety, confidentiality, and security procedures in conducting any such audits; and (4) any records, data, or information accessed by Mandated Auditor in the performance of any such audit will be deemed to be the Confidential Information of Scout. To the extent any such audit incurs in excess of 20 hours of Scout personnel time, Scout may charge Client on a time and materials basis for any such excess hours.
Sample 1
Relevant Records and Audit Rights. In addition to, and without limiting any audit obligations set forth in the Agreement, Kapost shall make available to Customer on request all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in accordance with the following procedures: (1) upon Customer’s written request, Kapost will provide Customer or its mandated auditor with the most recent certifications and/or summary audit reports, which Kapost has procured to regularly test, assess and evaluate the effectiveness of Kapost’s security measures; (2) Kapost will reasonably cooperate with Customer by providing available additional information concerning Kapost’s security measures, to help Customer better understand such security measures; (3) if further information is needed by Customer to comply with its obligations or a competent Supervisory Authority's request, Customer will inform Kapost in writing to enable Kapost to provide such information or to grant Customer access to it; and (4) to the extent it is not possible to otherwise satisfy an audit obligation mandated by applicable law, only legally mandated entities (such as a governmental regulatory agency having oversight of Customer’s operations), the Customer or its mandated auditor may conduct an onsite visit of the Kapost facilities used to provide the service, during normal business hours and only in a manner that causes minimal disruption to Kapost’s business. Kapost shall promptly inform Customer if, in its opinion, a request infringes the Data Protection Laws or any other confidentially obligations with Kapost’s other customers. Customer agrees that Customer and any mandated auditor will comply with Kapost's standard safety, confidentiality, and security procedures in conducting any such audits and any records, data, or information accessed by Customer or its mandated auditor in the performance of any such audit will be deemed to be the Confidential Information of Kapost. To the extent any such audit incurs in excess of 20 hours of Kapost personnel time, Kapost may charge Customer on a time and materials basis for any such excess hours. International Data Transfer. In the event that any Customer transfers any Customer Personal Data to Kapost in a country outside the EEA, Customer on behalf of itself and each Customer Affiliate as data exporter and Kapost on behalf of itself and eac...
Sample 1
Relevant Records and Audit Rights. Upon Company’s request, Service Provider shall promptly make available to Company all information in Service Provider’s possession reasonably necessary to demonstrate Service Provider’s compliance with Data Protection Laws and Service Provider’s obligations set out in this Addendum. In addition to any other audit rights granted under the Agreement, Service Provider shall allow for, cooperate with, and contribute to reasonable assessments and audits, including inspections, by Company or an auditor mandated by Company (“Mandated Auditor”), including of any premises where the Processing of Company Personal Data takes place, in order to assess compliance with this Addendum and Data Protection Laws.
Sample 1
Relevant Records and Audit Rights 
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Related to Relevant Records and Audit Rights

  • Records and Audit Rights To ensure that the Contractor and its subcontractors are complying with the warranty under Section 7 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the City, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (ii) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 7 below. To the extent necessary for the City to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the City shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the City to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the City with adequate and appropriate workspace so that the City can conduct audits in compliance with the provisions of this Section. The City shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.

  • Books and Records; Inspection and Audit Rights Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and account in which entries that are full, true and correct in all material respects and are in conformity with GAAP consistently applied shall be made of all material financial transactions and matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary, as the case may be. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise visitation and inspection rights of the Administrative Agent and the Lenders under this Section 5.08 and the Administrative Agent shall not exercise such rights more often than two times during any calendar year absent the existence of an Event of Default and only one such time shall be at the Borrower’s expense; provided further that (a) when an Event of Default exists, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice and (b) the Administrative Agent and the Lenders shall give Holdings and the Borrower the opportunity to participate in any discussions with Holdings’ or the Borrower’s independent public accountants.

  • Records and Audits The Contractor shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for three years after the expiration of this Contract.

  • Records and Audit A. Concessionaire shall maintain complete, accurate, and detailed accounting records of all transactions pertaining to the Concession Operation covered by this Agreement that will enable Concessionaire to prepare financial statements in accordance with generally accepted accounting principles. Concessionaire shall make such records available to any authorized representative of Department upon request, as often as it is deemed necessary by Department, to determine the effectiveness of the financial management system and internal procedures that have been established by Concessionaire, and to ensure compliance with the terms and conditions of this Agreement and that the financial statements and reports present fairly the results of Concessionaire's operations pursuant to this Agreement. Failure to do so shall be a material breach of this Agreement. Said records shall be maintained and made available to Department and the State of New Jersey for a period of seven (7) years after the termination or expiration of this Agreement. B. Concessionaire shall utilize a cash register as part of the Concession Operation. Concessionaire may request Department approval to also or alternatively utilize a Point of Service (POS) device. If approved in writing by Department, Concessionaire may then utilize a POS device as part of the Concession Operation. Any use of a POS device as part of the Concession Operation without the required prior Department-written approval shall be a material breach of this Agreement, subject to Suspension of Operations and/or Termination in accordance with the Terms and Conditions set forth in Paragraphs 9 and 10. C. All sales shall be recorded by means of cash registers or Department-approved POS devices that publicly display the amount of each sale and automatically issue a customer receipt or certify the amount recorded on a sales slip. Said cash registers or Department-approved POS devices shall, in all cases, have locked-in sales totals and transactions counters that constantly accumulate and that cannot, in either case, be reset. In addition, such cash registers must have a tape located within the register upon which transaction numbers and sales details are imprinted. Beginning and ending cash register or Department-approved POS device readings shall be recorded on a daily basis. In the event of technical or electrical failure of the cash register or Department-approved POS device, Concessionaire shall record all transactions by hand and issue a sequentially pre-numbered customer receipt in like manner. Failure to have a working cash register or Department-approved POS device shall be a material breach of this Agreement subject to immediate Suspension of Operations and/or Termination in accordance with the terms and conditions set forth in Paragraphs 9 and 10. Each cash register or Department-approved POS device must have the following: ● Dual Tape/Readable tape/or Electronic Report that records individual sales, total sales, and can generate a receipt (customer must be offered a paper or electronic receipt upon request) ● Customer Display ● Continuous grand total Each cash register must have the following: • Cumulative “Z” counter • Current printed date on detail tape

  • Records; Audit Rights Lilly and its Affiliates and Sublicensees shall keep and maintain for [***] years from the end of the Calendar Year in which Net Sales occurred (the “Retention Period”) complete and accurate records of gross sales and Net Sales by, as applicable, Lilly and its Affiliates and Sublicensees of each Licensed Product, in sufficient detail to allow royalties to be determined accurately. Sigilon shall have the right during the applicable Retention Period to appoint at its expense a nationally recognized independent certified public accountant reasonably acceptable to Lilly to audit the relevant records of Lilly and its Affiliates and Sublicensees to verify that the amount of such payment was correctly determined. Lilly and its Affiliates and Sublicensees shall each make its records available for audit by such nationally recognized independent certified public accountant during regular business hours at such place or places where such records are customarily kept, upon [***] days’ written notice from Sigilon. Such audit right shall not be exercised by Sigilon more than once in any Calendar Year or more than once with respect to sales of a particular Licensed Product in a particular period. All records made available for audit shall be deemed to be Confidential Information of Lilly. The results of each audit, if any, shall be binding on both Parties absent manifest error. In the event there was an underpayment by Lilly hereunder, Lilly shall promptly (but in any event no later than [***] days after Lilly’s receipt of the report so concluding) make payment to Sigilon of any shortfall. Sigilon shall bear the full cost of such audit unless such audit discloses an underreporting by Lilly of [***] percent ([***]%) and at least $[***] of the aggregate amount of royalties payable in any Calendar Year, in which case Lilly shall reimburse Sigilon for all reasonable costs incurred by Sigilon in connection with such audit. In the event there was an overpayment by Lilly hereunder, Sigilon shall promptly (but in any event no later than [***] days after Sigilon’s receipt of the report so concluding) make repayment to Lilly of any such overage.

  • Books and Records; Audit Rights (a) Tenant shall maintain for a period of five (5) years after the Expiration Date, or, in the event of a claim by City, until such claim of City for payments hereunder shall have been fully ascertained, fixed and paid, separate and accurate daily records of Gross Revenues, whether for cash, credit, or otherwise. Tenant must require each subtenant, concessionaire, licensee, and assignee to maintain the same records. All such books and records shall be kept in accordance with “generally accepted accounting principles”, consistently applied, showing in detail all business done or transacted in, on, about or from or pertaining to the Premises, and Tenant shall enter all receipts arising from such business in regular books of account, and all entries in any such records or books shall be made at or about the time the transactions respectively occur. The books and source documents to be kept by Tenant must include records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by all persons or entities conducting business in or from the Premises. Pertinent original sales records include: (i) cash register tapes, including tapes from temporary registers, (ii) serially pre-numbered sales slips, (iii) the original records of all mail and telephone orders at and to the Premises, (iv) settlement report sheets of transactions with subtenants, concessionaires, licensees and assignees, (v) original records indicating that merchandise returned by customers was purchased at the Premises by such customers,

  • Inspection and Audit Rights The Master Servicer agrees that, on reasonable prior notice, it will permit and will cause each Subservicer to permit any representative of the Depositor or the Trustee during the Master Servicer's normal business hours, to examine all the books of account, records, reports and other papers of the Master Servicer relating to the Mortgage Loans, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants selected by the Depositor or the Trustee and to discuss its affairs, finances and accounts relating to the Mortgage Loans with its officers, employees and independent public accountants (and by this provision the Master Servicer hereby authorizes said accountants to discuss with such representative such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested. Any out-of-pocket expense incident to the exercise by the Depositor or the Trustee of any right under this Section 10.09 shall be borne by the party requesting such inspection; all other such expenses shall be borne by the Master Servicer or the related Subservicer.

  • FINANCIAL RECORDS AND AUDIT Seller shall retain all financial records and documents pertaining to the Goods for a period of no less than three years after final payment. Such records and documents shall date back to the time this Contract was issued and shall include without limitation, catalogs, price lists, invoices, underlying data and basis for cost estimates, and inventory records. Buyer shall have the right to examine, reproduce and audit all Seller records related to pricing, incurred costs and proposed costs associated with any proposals (prior to or after contract award), invoices or claims.

  • RECORDS AND AUDIT ACCESS 17.1 The Supplier shall keep and maintain until seven (7) Years after the date of termination or expiry (whichever is the earlier) of this Framework Agreement (or such other longer period as may be agreed between the Parties), full and accurate records and accounts of the operation of this Framework Agreement including the Services provided under it, the Call-Off Contracts entered into with Contracting Bodies and the amounts paid by each Contracting Body. 17.2 The Supplier shall keep the records and accounts referred to in Clause 17.1 above in accordance with Good Industry Practice. 17.3 The Supplier shall provide the Authority with a completed quarterly Self Audit Compliance Certificate in respect of each Contract Year of this Framework Agreement. The Self Audit Compliance Certificates shall be completed by a responsible senior member of the Supplier’s management team or by the Supplier’s external auditor. The Self Audit Compliance Certificate should confirm that tests have been completed to provide assurance that: 17.3.1 a representative sample of Orders are clearly identified as Framework Orders in the order processing/ invoicing systems and where required, Orders are correctly reported in the MI returns; 17.3.2 all Orders have been performed in accordance with the terms and conditions of this Framework Agreement; 17.3.3 all related invoices are completely and accurately included in the MI returns; and 17.3.4 all Charges to Contracting Bodies comply with Framework requirements on maximum mark-ups, discounts, charge rates, fixed quotes (as applicable). 17.4 The Supplier shall afford the Authority (or relevant Other Contracting Body), the Authority's representatives, the National Audit Office and/or auditor appointed by the Audit Commission ("Auditors") access to the records and accounts referred to in Clause 17.1 at the Supplier's premises and/or provide copies of such records and accounts, as may be required and agreed with the Authority (or relevant Other Contracting Body or Auditors) from time to time, in order that the Authority (or relevant Contracting Body or Auditors) may carry out an inspection including for the following purposes: 17.4.1 to verify the accuracy of Charges (and proposed or actual variations to them in accordance with this Framework Agreement) and/or the costs of the Supplier (including Sub-Contractors); 17.4.2 to review the integrity, confidentiality and security of the Personal Data held or used by the Supplier; 17.4.3 to review the Supplier's compliance with the Data Protection Legislation in accordance with this Framework Agreement and any other Laws; 17.4.4 to review the Supplier's compliance with its continuous improvement obligations and its benchmarking obligations set out in Framework Agreement Schedule 7; 17.4.5 to review the Supplier's compliance with its security obligations; 17.4.6 to review any books of accounts kept by the Supplier in connection with the provision of the Services; and/or 17.4.7 to ensure that the Supplier is complying with its obligations under this Framework Agreement and any Call-Off Contract. Each such inspection shall be an "Audit". 17.5 The Supplier shall provide such records and accounts (together with copies of the Supplier's published accounts) on request during the Term and for a period of seven

  • RECORDS AND AUDIT PROVISIONS ON-SITE AND OFF-SITE REVIEWS/AUDITS