Reports and Audit. 5.1 Within sixty (60) days after each March 31, June 30, September 30 and December 31 of each year during the term of this Agreement beginning in the year of the first commercial sale of LICENSED TECHNOLOGY, LICENSEE shall deliver to UNIVERSITY true, accurate and detailed reports of the following information in a form as illustrated in Exhibit B:
(a) Number of product and service NET SALES for LICENSEE and all sublicensees;
(b) Total xxxxxxxx and receivables for all such products and services;
(c) Deductions set forth in Section 1.8, each stated separately;
(d) Total royalties due;
(e) Name and addresses of sublicensees; and
(f) Total NON-ROYALTY SUBLICENSE INCOME received during such calendar quarter and total amount of payment due pursuant to Section 4.1(c).
5.2 LICENSEE shall keep full, true and accurate books of account, in accordance with generally accepted accounting principles, containing all information that may be necessary for the purpose of showing the amounts payable to UNIVERSITY hereunder. Such books of account shall be kept at LICENSEE’S principal place of business. Such books of account shall be open at all reasonable times for [***] years following the end of the calendar year to which they pertain, and for [***] years after the expiration or termination of this Agreement, for inspection by UNIVERSITY or its agents for the purpose of verifying LICENSEE’S royalty statement or compliance in other respects with this Agreement. The fees and expenses of UNIVERSITY’S representatives shall be borne by UNIVERSITY; however, if an error of more than [***] percent ([***]%) of the total payments due or owing for any year is discovered, then LICENSEE shall bear UNIVERSITY’S fees and expenses.
5.3 No later than ninety (90) days after December 31 of each calendar year during the term of this Agreement, LICENSEE shall provide to UNIVERSITY a written annual progress report, as illustrated in Exhibit C, describing LICENSEE’S progress on research and development, regulatory approvals, manufacturing, sublicensing, marketing and sales during the preceding twelve-month period ending December 31.
5.4 Notwithstanding the above, UNIVERSITY shall have the right, on an annual basis during the term of this Agreement to inspect technical and other information from LICENSEE sufficient to evidence whether and to what extent LICENSEE is: (a) practicing the PATENT RIGHTS; and (b) meeting its diligence obligations under Article 3, above.
5.5 LICENSEE shall report to the UN...
Reports and Audit. Each Party and its duly authorized agents and/or representatives shall have reasonable access to the accounting records and other documents maintained by the other Party which relate to this Agreement, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to three (3) years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within ninety (90) days after the delivery in question or shall be deemed to have been waived.
Reports and Audit. You must submit your Gross Sales daily via our intranet system. You must verify the accuracy of the Gross Sales figure by Tuesday at midnight of each week for the preceding week. You must submit to us all reports with respect to the preceding month by the dates and in the form and content as we periodically prescribe. The reports we may require include, but are not limited to, the following information for the preceding month: (i) amount of Gross Sales and gross receipts of the Restaurant, amount of sales tax and the computation of the Royalty Fee and the Advertising Fee; (ii) quantities of products purchased and the sources from which each were obtained; (iii) if we request, copies of your most recent sales tax return, monthly cash register sales summary or details and monthly balance sheet and statement of profit and loss, including a summary of your costs for utilities, labor, rent and other material cost items; and (iv) if requested by us to verify your Gross Sales, all such books and records as we may require under our audit policies published from time to time. You also must, at your expense, submit to us within 90 days after the end of each fiscal year a detailed balance sheet, profit and loss statement and statement of cash flows for such fiscal year, prepared on an accrual basis including all adjustments necessary for fair presentation of the financial statements, including a supplemental schedule of revenue and expenses prepared in the format we may periodically prescribe. We may require that the annual financial statements be reviewed or audited by a certified public accountant. You must certify all reports to be true and correct. You acknowledge and agree that we have the right to impose these requirements on you regardless of whether we impose the same requirement on our other franchisees. We or our authorized representative have the right at all times during the business day to enter the premises where your books and records relative to the Restaurant are kept and to evaluate, copy and audit such books and records. We also have the right to request information from your suppliers and vendors. In the event that any evaluation or audit reveals any understatement of your Gross Sales, Royalty Fees or Advertising Fees in any month by an individual or combined total of 1.25% or more from data reported to us, then, in addition to any other rights we may have (including collection of amounts owed with respect to any understatement), you must reimburs...
Reports and Audit. (a) Either Party shall have the right, at its sole cost and expense, upon forty-five (45) days prior written notice, to audit the books, accounts, and records of the other Party directly related to that Party and related to an invoice of the other Party to verify the accuracy of such invoice, or as otherwise appropriate to audit performance under this Agreement. Under no circumstances shall the scope of such audit include the books, accounts or records of a third party. All audited information shall be kept confidential pursuant to the terms of this Agreement. The audited Party will not be required to divulge any information that identifies specific volumes attributable to any customer other than the auditing Customer, or that is otherwise in violation of any applicable anti-competition laws, rules or regulations a third-party auditor may be required to enter into a confidentiality agreement if it is deemed necessary by the Party being audited. Under no circumstances may an auditor disclose third-party information, including, but not limited to third-party Customer identities and third-party pricing information, to the Party exercising its right for an audit without the written permission of the Party being audited. The Party being audited will have sole discretion whether to permit such disclosure.
(b) Within one-hundred and eighty (180) days of an audit commencing, all final audit findings must be presented to the Party being audited. Subject to the time limitations set forth herein, the Parties will negotiate in good faith to verify and promptly settle claims pursuant to this clause; provided that any claim not filed with the appropriate court of law within twenty-four (24) Months of the date of the invoice in question shall be waived.
Reports and Audit.
(a) The Trustee shall appoint an auditor of the Trust.
(b) The Trustee shall provide financial and other reports to the Contributor or Beneficiary containing such information regarding the Fund and the investment thereof as the Contributor or Beneficiary may from time to time reasonably require in order to fulfill their own recordkeeping and financial reporting functions, at such time or times as the Contributor or Beneficiary may reasonably request in a Contributor Direction or Beneficiary Direction.
(c) Without limiting the generality of subsection 8.2(b), the Trustee shall furnish (or, as applicable, cause the Investment Manager to furnish) to the Contributor and the Beneficiary the financial information necessary to complete the annual reporting form that is required to be filed with the NEB by the Trust (as set forth in Appendix XV to the Reasons for Decision in MH-001-2013 released by the NEB in May 2014) within 15 days following the close of each Fiscal Year of the Trust, and within 15 days after the removal or resignation of the Trustee or termination of the Trust.
(d) The Trustee shall furnish to the Contributor and the Beneficiary within [60] days following the close of each Fiscal Year of the Fund or such other period as may be agreed upon between the Trustee and the Contributor and the Beneficiary, and within [60] days after the removal or resignation of the Trustee or termination of the Trust, audited financial statements for the Trust together with a written statement of account setting forth all investments, receipts, disbursements and other transactions effected by it during such period, along with any other information as may be agreed between the Contributor and the Beneficiary and the Trustee from time to time.
(e) Together with the audited financial statements, the Trustee (or, if an Investment Manager has been appointed in respect of the Fund, the Investment Manager) shall provide an annual report to the Contributor and the Beneficiary confirming that at no time during the relevant Fiscal Year of the Trust has any part of the Fund been held or invested otherwise than in Qualified Investments.
(f) The Trustee (or, if applicable with respect to the annual report, the Investment Manager) shall provide drafts of the annual financial statements and annual report referred to in sections 8.2(c) and (d) to the Contributor and Beneficiary for comment at least 15 days before such statements and report are delivered pursuant to such sections.
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Reports and Audit. 3.1 Licensee will provide Licensor with a written report with each Royalty payment (as applicable) detailing the units sold in the previous three-month period, and the calculation of Royalties owed. Such quarterly report shall still be required even if no Royalties are owed.
3.2 Licensor (or its authorized representative) may, upon reasonable notice and during Licensee's normal business hours, enter Licensee's premises for the purposes of auditing any and all books of account, documents, records, papers and files relating to Licensee's manufacture and sale/use of the Licensed Product ("Licensee Documents"). Licensee Documents will be made available to Licensor (or its authorized representative) solely for such auditing purpose. Licensor will bear the expense of any such audit unless such audit reveals that royalties and fees paid by Licensee pursuant to this Agreement for any payment period are less than 90% of what should have been paid by Licensee. In such event the costs of the audit, including any required travel, will be borne by Licensee, in addition to and without limitation of any other rights or remedies Licensor may have. Prompt payment of any amounts found due and owing Licensor, including audit fees and expenses due Licensor under this Section, will be made by Licensee.
Reports and Audit. A. The Contractor shall maintain full and complete financial records kept in accordance with generally accepted accounting principles, which records shall be available for inspection by the Town at reasonable times and upon reasonable notice.
B. The Contractor shall maintain, for two (2) years, detailed time records which indicate the dates, time and nature of services rendered. These records shall be subject to inspection by the Town and the State Auditor. The Town shall have a right to audit xxxxxxxx both before and after payment; payment under this Agreement shall not foreclose the right of the Town to recover excessive and/or illegal payments.
Reports and Audit. 7.1 The LICENSEE shall fulfill all the requirements under the relevant laws of India in respect of Seeds.
7.2 The LICENSEE shall keep accurate records (together with supporting documentation) required to determine that the conditions of the MoA are being complied with. Such records shall be retained for at least one year following the end of the reporting period to which they relate. ICAR-VPKAS at its discretion can request the LICENSEE to provide a copy of these records or allow its officers to inspect /audit such records, for the sole purpose of ensuring that the terms and conditions of this MoA are being complied with.
7.3 The LICENSEE will ensure that all these clauses are applicable to the third entity also, in case the LICENSEE has undertaken any action through a third entity as per provisions of this MoA.
Reports and Audit. Xxxxxx.xxx shall track sales from iVillage through a uniform resource locator and shall provide iVillage with monthly reports in a form satisfactory to iVillage. iVillage shall have the right to have examined by an independent certified public accounting fin-n acceptable to Xxxxxx.xxx, such of Xxxxxx.xxx's books and records as are necessary to verify the accuracy of payments made to iVillage pursuant to this Agreement. iVillage is entitled to conduct such an audit only during normal business hours and no more frequently than once per calendar year. iVillage agrees to provide Xxxxxx.xxx with at least one week advance notice of any audit. The audit will be limited to revenue generated pursuant to this Agreement and the calculation of payments due to iVillage under this Agreement. If the audit reveals that Xxxxxx.xxx has paid iVillage less than the sum to which iVillage is entitled, Xxxxxx.xxx agrees to pay iVillage the additional sums due. If such sums exceed [*] of the total monies paid to iVillage under the Agreement, Xxxxxx.xxx will pay for all costs reasonably incurred by iVillage in connection with the audit.
Reports and Audit. Each Party shall submit with each of its payments to the ----------------- other Party a detailed report of the calculation of each such payment at the request of the other Party. Each Party will retain records relevant to its calculations of the payments made to the other Party during the term of this Agreement and for a two-year period thereafter. Each Party shall have the right, at its expense, acting through a certified public accountant, to examine and audit such records at all reasonable times, on at least ten (10) days prior notice to the other Party, but no more than once every six (6) months. * CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT. THROUGHOUT THIS EXHIBIT CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THE PUBLIC FILING AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
