REPORTING & AUDIT. Buyer will send Seller an accounting statement reflecting Buyer’s Net Sales for each calendar quarter, along with a computation and payment of Royalty Consideration due, within forty-five (45) days following each calendar quarter. No more than once every twelve (12) months, Seller may audit the books and records of Buyer to ensure that all accountings and payments are accurate, provided that Seller provides Buyer with written notice at least ten (10) days prior to conducting such audit. Seller may not conduct an audit of the same accounting statement more than once. In the event Seller discovers an underpayment following an audit, Buyer shall compensate Seller the total underpayment. Seller is responsible for paying along with the reasonable and verified costs and expenses of said audit, unless the audit uncovers an underpayment of 5% or more in which case Buyer will pay said expenses.
REPORTING & AUDIT. Each party shall be responsible provide for completion of its own mandatory or elective reports or audits.
REPORTING & AUDIT. Orbitz will create and maintain accurate records with respect to its performance under this Agreement, including without limitation the number and substance of all Transactions and the calculation of the Monthly System Availability. Orbitz will maintain such records during the Term and for one year following any expiration or termination of this Agreement. Within five days following the end of each applicable month, Orbitz provide AA with written reports of such information, which reports will be in such detail as may be reasonably requested by AA from time to time, including without limitation detail as to the number and substance of all Transactions (with a breakdown of new PNRs and modified PNRs) and Monthly System Availability. AA will have the right, upon not less than five days prior notice, to conduct an audit of the Transaction information included in such monthly reports. If such an audit reveals that any of Orbitz's reports submitted overstated amounts owed by AA, then Orbitz shall pay to AA, within 30 days following the conclusion of such audit, the amount of any such overpayments.
REPORTING & AUDIT. Testmo reserves the right to gather data on usage of the SaaS Service by Customer, including server IP addresses, email addresses of Users, domain counts, the number of Uses, the quantity of Customer Data, and applications processed and other information deemed relevant, to ensure that the SaaS Service is being used in accordance with the terms of this Agreement. Customer hereby consents to Testmo gathering and processing such usage information and agrees not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any unauthorized use of the SaaS Service by Customer or other use by Customer in violation of the restrictions contained in this Agreement shall be deemed a material breach of this Agreement. In addition to the foregoing, within ten (10) business days of Customer’s receipt of Testmo’s written request, Customer shall provide to Testmo a written report certifying to Testmo the number of users of the SaaS Service, the identity of the Users, the total number of Uses, the quantity of Customer Data or applications processed using the SaaS Service, in each case for the time period so specified in Testmo’s written request, together with such other information as may be requested by Testmo and necessary to confirm Customer’s compliance with the terms of this Agreement. The auditing, reporting and certification rights and obligations set forth in this Section 13(a) shall survive termination of this Agreement for a period of eighteen months.
REPORTING & AUDIT. Orbitz will create and maintain accurate records with respect to its performance under this Agreement. Orbitz will maintain such records during the Term and for seven (7) years following any expiration or termination of this Agreement. Within five (5) days following the end of each applicable month, Orbitz will provide Airline with written reports of such information. Airline will have the right, upon not less than five (5) days prior notice, to conduct an audit of the information included in such monthly reports. If such an audit reveals that any of Orbitz's reports submitted overstated amounts owed by Airline, then Orbitz shall pay to Airline, within thirty (30) days following the conclusion of such audit, the amount of any such overpayments.
REPORTING & AUDIT. Xxxxxx XX reserves the right to gather data on usage of the SaaS Service by Customer, including server IP addresses, email addresses of Users, Source Code Management Platform IDs, access tokens, the number of Uses, student status (as applicable), the quantity of Customer Data, and applications processed and other information deemed relevant, to ensure that the SaaS Service is being used in accordance with the terms of this Agreement. Customer hereby consents to Travis CI gathering and processing such usage information and agrees not to block, electronically or otherwise, the transmission of data required for compliance with this Agreement. Any unauthorized use of the SaaS Service by Customer or other use by Customer in violation of the restrictions contained in this Agreement shall be deemed a material breach of this Agreement. In addition to the foregoing, within ten (10) business days of Customer’s receipt of Xxxxxx XX’s written request, Customer shall provide to Xxxxxx XX a written report certifying to Xxxxxx XX the number of Users of the SaaS Service, the identity of the Users, the total number of Uses, the quantity of Customer Data or applications processed using the SaaS Service, in each case for the time period so specified in Xxxxxx CI’s written request, together with such other information as may be requested by Xxxxxx XX and necessary to confirm Customer’s compliance with the terms of this Agreement. The auditing, reporting and certification rights and obligations set forth in this Section 13(a) shall survive termination of this Agreement for a period of eighteen months.
REPORTING & AUDIT. In respect of the supply of goods or services for aircraft use, Supplier shall retain all records pertaining to such goods or services for a period of at least seven years from the date of shipment. Records must be held in their current form and may not be amended, modified in any way or destroyed without prior consent of Airbus NZ. The Supplier will allow a person or persons authorised by Airbus NZ to inspect records during normal business hours and to take copies and extracts from the records. Airbus NZ, and in some cases Airbus NZ’s customer or related authority, on giving reasonable notice, may enter the Suppliers premises to ensure that the Supplier is complying with its obligation under this agreement or for any other purpose specified by Airbus NZ in its notice to Supplier. Supplier will give all reasonable assistance in relation to Airbus NZ visit.
REPORTING & AUDIT. Lilly shall keep and maintain records of sales of Drug Product. Lilly shall furnish Arena with a report on Net Sales of the Drug Product within three (3) months after December 31 of each year after first commercial sale of the Drug Product in the Territory. Said report shall include Net Sales and Royalty due. Such records shall be open to inspection, at any reasonable time within two (2) years after the royalty period to which such records relate, by Lilly's independent certified public accountant and such inspection shall be at Arena's expense. The independent certified public accountant shall have the right to examine the records kept pursuant to this Section 10.3 and report to Arena the findings of said examination of records insofar as necessary to verify the statements made pursuant to Section 10.5. If an error in favor of Arena of ************** or more of the total amount audited is discovered, then the expenses of the audit shall be paid by Lilly. Such findings shall be maintained in confidence by Arena.
REPORTING & AUDIT. NewCo, at its expense, shall have the right during the Term to, upon at least 15 Business Days prior written notice, inspect and audit at the offices of each SIG Party during normal business hours all relevant books and records to determine compliance with Section 2.2.3(a) and the amount of any payments required to be made pursuant to Section 2.3.2(c) (it being understood that such inspection and audit shall be conducted by an independent third party designated by NewCo and if such third party is not a “Big 4” accounting firm, then such SIG Party shall have the right to approve NewCo’s designation of such third party (which approval shall not be unreasonably withheld, conditioned or delayed)). In no case will the audit rights in this Section 2.3.2 be exercised prior to the first anniversary of the Effective Date or more frequently than once per calendar quarter. Any information provided to NewCo under this Section 2.3.2 and any information derived from, and the process of, such review shall be Confidential Information and subject to the terms of Section 15. In the event that such audit reveals that (i) [*****], such SIG Party agrees to pay the reasonable expenses of the independent third party auditor. If any such examination reveals a discrepancy such that the amount paid by any SIG Party is lower than the amount which should have been paid by such SIG Party pursuant to Section 2.3.2(c), such SIG Party shall pay the amount of such discrepancy plus interest on the amount of such discrepancy at the rate of 1% per month from the date on which such amount should have been paid through the date on which payment is made to NewCo; provided, however, that in no event shall a SIG Party be required to make any such payment to the extent that such discrepancy relates to any amount that should have been paid more than 36 months earlier.
REPORTING & AUDIT. Orbitz shall provide to Airline in electronic form all back-up documentation and information specified in the Specifications or otherwise reasonably requested by Airline to substantiate the charges to Airline pursuant to this Agreement, provided that Orbitz may provide such documentation and information in a manner that protects the confidentiality of any information that Orbitz by law or contract is prohibited from disclosing to Airline. Airline will also have the right, at anytime during the term of this Agreement, upon not less than five (5) days prior written notice to conduct, or to cause an independent auditor retained by Airline to conduct, an audit of Orbitz’ books and records with respect to the Services provided to Airline hereunder to verify the amounts charged Airline hereunder and Orbitz’ compliance with its obligations hereunder. If any such audit reveals that the amounts paid to Orbitz by Airline pursuant to this Agreement have been greater than or less than the amounts actually due to Orbitz pursuant to this Agreement, then Orbitz shall promptly pay to Airline, or charge Airline, for the amount by which such paid amounts are greater than, or less than, such amounts actually due. Airline agrees that it will notify Orbitz if Airline has knowledge that any Orbitz Customer is using the Network Services in an improper fashion. Upon receipt of such notice and confirmation of the matters described therein, or if Orbitz discovers such improper use independent of information supplied by Airline, Orbitz shall report in writing to Airline, the extent of the misuse discovered and shall take such action as is reasonably necessary to correct the improper use of the Network Services. Airline may terminate this Agreement pursuant to Section 17.2 upon notice to Orbitz if Orbitz fails to take prompt action to correct the improper use of the Network Services with respect to an Orbitz Customer following a request by Airline to take such action. If the audit reveals an overpayment by Airline to Orbitz of 2% or more, the cost of the audit shall be borne by Orbitz.
