Reporting Obligations and Audit Rights Sample Clauses

Reporting Obligations and Audit Rights. 3.3.1 Provider shall provide all information requested by SAP necessary to fulfill any obligations for payment of royalties to SAP’s business partners arising as a result of licenses under this Agreement for Third Party Software or other software components. 3.3.2 Upon SAP’s reasonable request, Provider shall deliver to SAP a report, as defined by SAP, evidencing Provider’s Use of the Software licensed under this Agreement, which shall be in addition to any other reporting obligations of Provider as set out in this Agreement. 3.3.3 Subject to limitations under contract and law and without gathering or transmitting to SAP any content or other confidential information of Provider or Customer, SAP may implement the Software so that each system generates and transmits to SAP information related to Use of the Software by Provider and/or the Customers. Provider will support SAP in accordance with SAP’s reasonable instructions, including but not limited to preparing a measurement log within four (4) weeks of SAP’s request, such requests not to be made more often than on a quarterly basis. The measurement shall be carried out using only the unaltered SAP tools provided by SAP and the result of the measurement is to be transmitted to SAP promptly in unaltered form. 3.3.4 SAP shall be permitted upon fifteen (15) days prior notice to audit (at least once annually and in accordance with SAP standard procedures, which may include on-site and/or remote audit) the usage of the Software. Provider shall cooperate reasonably in the conduct of such audits. 3.3.5 In the event a report or an audit reveals that (i) Provider underpaid license fees and/or SAP Support fees to SAP and/or (ii) the Use of the Software by Provider or Customer is in excess of the Licensed Level of the Order Forms executed under the Master Agreement, Provider shall pay such underpaid fees and/or for such excess usage based on SAP List of Prices and Conditions for Software and Support governing use in effect at the time of the audit, and shall execute an additional Order Form in accordance with the terms of this Agreement to effect the required licensing of any additional quantities or levels, but SAP’s right to receive payment of those fees shall not be dependent upon signature of such Order Form. Reasonable costs of SAP’s audit shall be paid by Provider if the audit results indicate usage in excess of the licensed quantities or levels. SAP reserves all rights at law and equity with respect to both Prov...
Sample 1Sample 2Sample 3See All (29)
AutoNDA by SimpleDocs
Reporting Obligations and Audit Rights. 7.1. During the Term and for 2 (two) years thereafter, the End User will - 7.1.1. permit the Managed Service Provider and/or the Licensor, on reasonable written notice, to audit the End User’s Use of the Software in compliance with the Agreement (which audit shall include the right to inspect and audit records, computer systems and the premises of the End User during normal business hours); 7.1.2. maintain relevant records regarding its activities under the Agreement, including accurate written records, system tool outputs and other system information sufficient to provide auditable verification regarding the End User’s compliance with the license terms applying to the Software, the Licensed Level, the payment of Fees and this Agreement; and 7.1.3. in order to give effect to clause 7.1, make available to the Managed Services Provider and/or the Licensor and/or any auditor appointed by the Managed Service Provider and/or Licensor such records and/or information and/or other documentation as may be reasonably required to determine the End User’s Use of the Software. 7.2. In the event that the audit reveals that – 7.2.1. the End User underpaid fees to the Managed Service Provider; and/or 7.2.2. the Use of the Software by End User exceeds the Licensed Level; and/or 7.2.3. the End User was non-compliant with the terms of this Agreement, then the End User shall (i) pay the cost of the audit; (ii) pay the applicable fees for the period during which the licenses were first used; and (iii) execute an order form to affect the required licensing of any additional quantities or levels of licenses in respect of the Software. The applicable fees shall be determined with reference to the Managed Service Provider’s price list for Software in effect at the time of the audit.
Sample 1Sample 2Sample 3See All (9)
Reporting Obligations and Audit Rights. 3.3.1 Provider shall provide all information requested by SAP necessary to fulfill any obligations for payment of royalties to SAP’s business partners arising as a result of licenses granted under this Agreement for Third Party Software or other software components. 3.3.2 Upon SAP’s reasonable request, Provider shall deliver to SAP a report, as defined by SAP, evidencing Provider’s use of the SAP Software licensed under this Agreement, which shall be in addition to any other reporting obligations of Provider as set out in this Agreement. 3.3.3 Subject to limitations under contract and law and without gathering or transmitting to SAP any content or other confidential information of Provider or Customer, SAP may implement the SAP Software so that each system generates and transmits to SAP information related to use of the SAP Software by Provider and/or the Customers. SAP is permitted to audit the usage of the contractual SAP Software (ordinarily once a year) in accordance with SAP standard procedures (described in the LPC) by system measurement. Provider will support SAP in accordance with SAP’s reasonable instructions, including but not limited to preparing a measurement log within four (4) weeks of SAP’s request. Ordinarily, Provider can conduct the measurement itself using the tools provided by SAP for that purpose. The result of the measurement is to be transmitted to SAP promptly in unaltered form. SAP is permitted to conduct the audit remotely if Provider refuses to conduct the measurement itself, or if the measurement does not produce meaningful results and there are reasonable grounds to suspect a breach or infringement by Provider. 3.3.4 Provider shall cooperate reasonably in the conduct of such audits remotely and at Licensee’s installation and must, among other things, afford SAP insight into its systems to the required extent. SAP will give Provider reasonable prior notice of an audit to be conducted at Provider’s installation. SAP will have reasonable regard to the interests of Provider’s confidentiality and to the protection of Provider’s business operations from compromise. If an audit reveals any breach by Provider, Provider must bear the reasonable expense to SAP of conducting the audit. 3.3.5 If it becomes apparent in an audit or otherwise that Provider has used the contractual SAP Software outside the Agreement, SAP and Provider will execute an additional Order Form for such excess usage based on the then current SAP List of Prices and Co...
Sample 1Sample 2Sample 3See All (7)
Reporting Obligations and Audit Rights. 7.1. During the Term, the Renewal Term (if applicable) and for 2 (two) years thereafter, the End User will - 7.1.1. permit the Managed Service Provider and/or the Licensor to audit the End User’s Use of the Software (which audit shall include the right to inspect and audit records, computer systems and the premises of the End User during normal business hours); 7.1.2. maintain relevant records regarding its activities under the Agreement, including compliance with the license terms applicable to the Software, the Licensed Level and payment of Fees; and 7.1.3. in order to give effect to clause 7.1, make available to the Managed Service Provider and/or the Licensor and/or any auditor appointed by the Managed Service Provider and/or the Licensor such records and/or information and/or other documentation as may be reasonably required to audit the End User’s Use of the Software. 7.2. In the event that the audit reveals that – 7.2.1. the End User underpaid Fees to the Managed Service Provider; and/or 7.2.2. the Use of the Software by End User exceeds the Licensed Level, then the End User shall (i) pay the cost of the audit; (ii) pay the applicable fees for the period during which the licenses were first used; and (iii) execute an order form to affect the required licensing of any additional quantities or levels of licenses in respect of the Software. The applicable fees shall be determined with reference to the Managed Service Provider’s price list for Software in effect at the time of the audit.
Sample 1Sample 2Sample 3See All (4)
Reporting Obligations and Audit Rights. 3.3.1 Provider shall provide all information requested by SAP necessary to fulfill any obligations for payment of royalties to SAP’s business partners arising as a result of licenses under this Agreement for Third Party Software or other software components. 3.3.2 Upon SAP’s reasonable request, Provider shall deliver to SAP a report, as defined by SAP, evidencing Provider’s Use of the Software licensed under this Agreement, which shall be in addition to any other reporting obligations of Provider as set out in this Agreement. 3.3.3 Subject to limitations under contract and law and without gathering or transmitting to SAP any content or other confidential information of Provider or Customer, SAP may implement the Software so that each system generates and transmits to SAP information related to Use of the Software by Provider and/or the Customers. Provider will support SAP in accordance with SAP’s reasonable instructions, including but not limited to preparing a measurement log within four (4) weeks of SAP’s request, such requests not to be made more often than on a quarterly basis. The measurement shall be carried out using only the unaltered SAP tools provided by SAP and the result of the measurement is to be transmitted to SAP promptly in unaltered form. 3.3.4 SAP shall be permitted upon fifteen (15) days prior notice to audit (at least once annually and in accordance with SAP standard procedures, which may include on-site and/or remote audit) the Use of the Software. Provider shall cooperate reasonably in the conduct of such audits. 3.3.5 In the event a report or an audit reveals that (i) Provider underpaid Net License Fees and/or SAP Support Fees to SAP and/or
Sample 1Sample 2Sample 3
Reporting Obligations and Audit Rights. 7.1. During the Term and for 2 (two) years thereafter, the End User will - 7.1.1. permit the Managed Service Provider and/or the Licensor to audit the End User’s Use of the Software (which audit shall include the right to inspect and audit records, computer systems and the premises of the End User during normal business hours); 7.1.2. maintain relevant records regarding its activities under the Agreement, including compliance with the license terms applicable to the Software, the Licensed Level and payment of Fees; and 7.1.3. in order to give effect to clause 7.1, make available to the Managed Service Provider and/or the Licensor and/or any auditor appointed by the Managed Service Provider and/or the Licensor such records and/or information and/or other documentation as may be reasonably required to audit the End User’s Use of the Software. 7.2. In the event that the audit reveals that – 7.2.1. the End User underpaid Fees to the Managed Service Provider; and/or 7.2.2. the Use of the Software by End User exceeds the Licensed Level, then the End User shall (i) pay the cost of the audit; (ii) pay the applicable fees for the period during which the licenses were first used; and (iii) execute an order form to affect the required licensing of any additional quantities or levels of licenses in respect of the Software. The applicable fees shall be determined with reference to the Managed Service Provider’s price list for Software in effect at the time of the audit.
Sample 1Sample 2
Reporting Obligations and Audit Rights. 報告義務和稽核權利
Sample 1
AutoNDA by SimpleDocs
Reporting Obligations and Audit Rights. 4.2.1 Each of the Initial Net Sales Payment and the Final Net Sales Payment by Distributor hereunder shall be accompanied by a certificate (the “Net Sales Payment Certificate”) from the Chief Financial Officer of Distributor or other executive officer of Distributor certifying as to (i) the number of Bottles of Products in each dosage strength sold by Distributor, (ii) the Net Sales derived from the sale of such Bottles, and (iii) the amount of the Net Sales payments payable with respect to such Net Sales. The Net Sales Payment Certificate will specify the extent to which the applicable Net Sales payment is based upon a good faith estimate of the Net Sales for any unsold portion of the Initial Supply Amount or Remainder Supply Amount, as the case may be. If Purdue disputes either of the Net Sales Payment amounts set forth in the Net Sales Payment Certificate, such dispute shall be resolved in accordance with this Section 4.2.1. In addition, Distributor shall deliver a report to Purdue for each calendar month during the Term that summarizes the following: (i) the total number of Bottles shipped, on a dosage strength by dosage strength basis, for such month; (ii) the number of returns, on a dosage strength by dosage strength basis, during such month; (iii) the differences between the number of Bottles shipped and returns for each month, on a dosage strength by dosage strength basis; (iv) the total number of Bottles shipped, on a dosage strength by dosage strength basis, since the Effective Date; (v) the number of returns, on a dosage strength by dosage strength basis since the Effective Date; and (vi) the difference between (iv) and (v), on a dosage strength by dosage strength basis (each a “Monthly Report”). Distributor shall deliver each Monthly Report to Purdue no later than five (5) calendar days after the end of the month that such Monthly Report covers to the attention of: Executive Vice President, Chief Financial Officer of Purdue, One Stamford Forum, 000 Xxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000-0000. (a) Purdue shall have the right to engage Deloitte & Touche Financial Advisory Services LLP, or another independent certified public accounting firm chosen by Purdue and reasonably acceptable to Distributor (a “CPA Firm”), to conduct an audit of Distributor for the purposes of confirming compliance with this Agreement, including the amount of Net Sales and the Initial Net Sales Payment and the Final Net Sales Payment. Such right shall exist during the Term ...
Sample 1
Reporting Obligations and Audit Rights. 3.3.1 Provider shall provide all information requested by SAP necessary to fulfill any obligations for payment of royalties to SAP’s business partners arising as a result of licenses under this Agreement for Third Party Software or other software components. 3.3.2 Upon SAP’s reasonable request, Provider shall deliver to SAP a report, as defined by SAP, evidencing Provider’s Use of the Software licensed under this Agreement, which shall be in addition to any other reporting obligations of Provider as set out in this Agreement. 3.3.3 Subject to limitations under contract and law and without gathering or transmitting to SAP any content or other confidential information of Provider or Customer, SAP may implement the Software so that each system generates and transmits to SAP information related to Use of the Software by Provider and/or the Customers. Provider will support SAP in accordance with SAP’s reasonable instructions, including but not limited to preparing a measurement log within four
Sample 1

Related to Reporting Obligations and Audit Rights

  • 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.

  • Information Access and Audit Rights 25.1 Information Access 25.2 Reporting of Non-Force Majeure Events 25.3 Audit Rights 25.3.1 25.3.2 25.4 Audit Rights Periods 25.4.1 Audit Rights Period for Construction-Related Accounts and Records 25.4.2 Audit Rights Period for All Other Accounts and Records 25.5 Audit Results 25.5.1 26.1 General 26.2 Responsibility of Principal 26.3 No Limitation by Insurance

  • 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.

  • Reporting Obligations As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

  • 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.

  • 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.

  • Certifications and Audits Company shall promptly complete and return to BNYM any certifications which BNYM in its sole discretion may from time to time send to Company, certifying that Company is using the Licensed System in strict compliance with the terms and conditions set forth in this Agreement. BNYM may, at its expense and after giving reasonable advance written notice to Company, enter Company locations during normal business hours and audit Company’s utilization of the Licensed System, the number of copies of the Documentation in Company’s possession, and the scope of use and information pertaining to Company’s compliance with the provisions of this Agreement. The foregoing right may be exercised directly by BNYM or by delegation to an independent auditor acting on its behalf. If BNYM discovers that there is any unauthorized scope of use or that Company is not in compliance with the aforementioned provisions, Company shall reimburse BNYM for the full costs incurred in conducting the audit.

  • Audit Rights Period for All Other Accounts and Records Accounts and records related to a Party’s performance or satisfaction of its obligations under this Agreement other than those described in Article 25.4.1 of this Agreement shall be subject to audit as follows: (i) for an audit relating to cost obligations, the applicable audit rights period shall be twenty-four months after the auditing Party’s receipt of an invoice giving rise to such cost obligations; and (ii) for an audit relating to all other obligations, the applicable audit rights period shall be twenty-four months after the event for which the audit is sought.

  • Audit Right In the event that within ninety (90) days after Tenant’s receipt of the Statement for the prior calendar year, Tenant reasonably believes that certain of the Operating Expenses charged by Landlord include costs that are not properly included within the term “Operating Expenses” or that Landlord has erred in calculating same, Tenant shall have the right to audit Landlord’s books and records in accordance with this subsection. Tenant shall exercise such audit right by providing Landlord with a written notice of Tenant’s exercise of such audit right within such 90-day period and a statement enumerating reasonably detailed reasons for Tenant’s objections to the Statement issued by Landlord (the “Audit Notice”). Upon the receipt by Landlord of an Audit Notice, Landlord shall instruct its property manager for the Building to meet with a designated employee of Tenant (the “Tenant Representative”) to discuss the objections set forth in the Audit Notice. Landlord shall provide the Tenant Representative with reasonable access to Landlord’s books and records at the property manager’s office relating to Operating Expenses for the calendar year in question in order to attempt to resolve the issues raised by Tenant in the Audit Notice. If, within thirty (30) days after Landlord’s receipt of the Audit Notice, Landlord and Tenant are unable to resolve Tenant’s objections, then not later than fifteen (15) days after the expiration of such 30-day period, Tenant may conduct the audit. Such audit shall be performed by an independent, reputable certified public accounting firm charging for its services on an hourly rate (and not a contingent fee) basis (“Acceptable Accountants”) for the purpose of inspecting and auditing Landlord’s books and records for the Building relating to the objections raised in Tenant’s Audit Notice. Prior to commencing such audit, the Acceptable Accountants and Tenant must enter into a confidentiality agreement whereby the Acceptable Accountants and Tenant agree to keep the results and findings of such audit confidential. Such audit shall be limited to a determination of whether or not Landlord calculated the Operating Expenses in accordance with the terms and conditions of this Lease. All costs and expenses of any such audit shall be paid by Tenant; provided, however, in the event it is ultimately determined that Landlord has overstated Operating Expenses by more than five percent (5%), then Landlord shall reimburse Tenant for Tenant’s reasonable, out-of-pocket cost of the audit (but in no event to exceed the lesser of the amount of the overcharge to Tenant or $2,000.00) plus the amount determined to have been overpaid by Tenant. Any audit performed pursuant to the terms of this subsection shall be conducted only by the Acceptable Accountants at the offices of Landlord’s property manager. Notwithstanding anything contained herein to the contrary, Tenant shall be entitled to exercise its audit right pursuant to this subsection only in strict accordance with the foregoing procedures no more often than once per calendar year and each such audit shall relate only to the calendar year most recently ended. In the event that Tenant fails to notify Landlord within the foregoing 90-day period that Tenant objects to the Statement, then Tenant’s right to audit such year’s Statement shall be null and void.

  • Audit Rights Period for Construction-Related Accounts and Records Accounts and records related to the design, engineering, procurement, and construction of Connecting Transmission Owner’s Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades shall be subject to audit for a period of twenty-four months following Connecting Transmission Owner’s issuance of a final invoice in accordance with Article 12.2 of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!