Reports and Audits Clause Samples

Reports and Audits. The Company shall as soon as practicable but in no event later than six months after the end of each of its fiscal years, file with the Trustee and the Issuer, audited financial statements of the Company prepared as of the end of such fiscal year; provided that the Company may satisfy this requirement by its filing of such information with the Securities and Exchange Commission (▇▇▇.▇▇▇.▇▇▇) and the Municipal Securities Rulemaking Board (▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇) in accordance with their respective filing requirements.

Reports and Audits. (a) Each Member shall, to the extent that a shareholder would have such right under Section 220 of the General Corporation Law of the State of Delaware, have the right, at all reasonable times and upon reasonable notice during normal business hours, and at its own expense, so long as such access does not unreasonably interfere with the normal operation of the Company, to examine and make copies of or extracts from the books of account of the Company or any other Company record for any purpose reasonably related to such Member’s interest as a Member of the Company, including to satisfy any reporting obligations of such Member under the Exchange Act, and for federal, state, local or foreign income or franchise tax purposes, provided that the Company shall not be obligated to provide access to any information that is privileged or that is subject to restrictions of Law on such access. (b) If (i) GM or any of its Affiliates is required by Law or GAAP to consolidate the financial results of the Company into GM’s or such Affiliate’s financial statements or to file or furnish the Company’s financial statements with or to the SEC and (ii) the Company has failed for any reason to receive an unqualified audit opinion from a “Big Four” accounting firm, then GM shall have the right, at all reasonable times and upon reasonable notice during normal business hours and at its own expense, so long as such access does not unreasonably interfere with the normal operation of the Company, to conduct an audit of the accounting, financial, disclosure and internal controls of the Company and its Subsidiaries. Such audit right may be exercised through any designated agent or employee of GM, or its respective Affiliates. The parties agree that such audit is not intended to duplicate in its entirety the audit conducted by the Independent Auditor. GM shall bear all of its costs and expenses related to such review or audit (including all audit fees of the auditor employed by GM) and the Company shall bear all of its costs and expenses related to cooperating with such review or audit. (c) Any information provided to any Member pursuant to this Section 4.3 shall be subject to the provisions of Article XIII.

Reports and Audits. ‌ 23.01 Authority Right to Perform Audits, Inspections, or Attestation Engagements. At any time or times during the Term of this Agreement or within three (3) years after the end of this Agreement, Authority, or its duly authorized representative, will be permitted to initiate and perform audits, inspections or attestation engagements over ▇▇▇▇▇▇▇’s records for the purpose of substantiating the accuracy of payments to Authority or Airline’s compliance with other provisions of this Agreement. Free and unrestricted access will be granted to all of Airline’s records directly pertinent to this Agreement for purposes of substantiating payments or compliance. If the records are maintained at locations other than the Airport, Airline will arrange for said records to be brought to a location convenient to Authority auditors to conduct the engagement as set forth in this Article. In the event Airline maintains the needed documentation in electronic format, upon request by Authority auditors, Airline will provide a download or extract of data files in a computer readable format acceptable to Authority at no additional cost. Authority has the right during the engagement to interview Airline’s employees, subconsultants, and subcontractors, and to make photocopies of records as needed. If, as a result of any engagement, it is established that Airline owes additional fees or charges to Authority, Airline will pay such additional fees and charges and Authority may assess interest in accordance with Section 7.04. Airline agrees to deliver or provide access to all records requested by Authority auditors within seven (7) calendar days of each request. The Parties recognize that Authority will incur additional costs if records requested by Authority auditors are not provided in a timely manner and that the amount of those costs is difficult to determine with certainty. Consequently, the Parties agree that Authority may assess liquidated damages in the amount of one hundred dollars ($100.00), in addition to all other contractual financial requirements, for each item in a records request, per calendar day, for each time Airline is late in submitting requested records to perform the engagement. Accrual of fee will continue until specific performance is accomplished. The Parties expressly agree that these liquidated damages are not a penalty and represent reasonable estimates of fair compensation for the losses that reasonably may be anticipated from Airline’s failure to comply.

Reports and Audits. (a) Together with the Progress Report described in Section 2.8, within sixty (60) days of the end of each calendar year, 2 Blades shall supply to CPS a report reflecting an itemized calculation of net sublicense revenue payable to CPS under Section 3.3. CPS will treat each such report as confidential information of 2 Blades under Article 9 of this Agreement, and will disclose it only to the employees or agents of CPS, who have a need to know such information for purpose of this Agreement, or as necessary under the [*****], provided that such parties are under a duty of confidentiality no less restrictive than CPS’ duties hereunder. If no royalty or fee is due, 2 Blades shall provide CPS with a report certifying this. (b) Each Party shall keep or cause to be kept complete and accurate records of its sublicensing activities under this Agreement, including net sublicense revenue payable by 2 Blades to CPS under Section 3.3, and records of all agreements with Sublicensees included in any broader transactions, in each case in accordance with generally accepted accounting procedures and in sufficient detail to enable the amounts payable by the Parties under Section 3.1 and Section 3.3 to be determined and proven, as the case may be. Such records shall enable the calculation and verification of the amount of net sublicense revenue and any other sums due to either Party under this Agreement. Such records shall be accessible, upon at least sixty (60) days prior notice of either Party to the other Party, not more than once a year during business hours, during the term of this Agreement and within five (5) years after the end of the periods to which such records relate, to an independent accountant selected by the first Party for the purpose of verifying the amount of net sublicense revenue and any other sums due to either Party under this Agreement. If in dispute, such records shall be kept until the dispute is settled. The independent accountant shall be required to keep confidential all information received during any such inspection and shall disclose only information relating to the accuracy of the records and payment made. The cost of such inspection shall be borne by the inspecting Party. If any error or discrepancy is shown by which the amount due to the inspecting Party is greater than [*****] of the amount shown in the inspected Party’s reports to the inspecting Party, the inspected Party shall bear the cost of such inspection. Any amount underpaid shall be...

Reports and Audits. (a) Promptly upon request, the Company shall, at its cost and expense, furnish, or cause to be furnished, to each Member holding ten percent (10%) or more of the Membership Interests such information relating to the financial condition, operations of the Company or any other aspect of the Company or its business in possession of the Company as any such Member may from time to time reasonably request. (b) Each Member holding ten percent (10%) or more of the Membership Interests shall have the right, at all reasonable times and upon reasonable notice during normal business hours, and at its own expense, so long as such access does not unreasonably interfere with the normal operation of the Company, to examine and make copies of or extracts from the books of account of the Company or any other Company record for any purpose reasonably related to such Member’s interest as a Member of the Company, including to satisfy any public reporting obligations of such Member under applicable law and the rules of any securities exchange, and for federal, state, local or foreign income or franchise tax purposes. Such examination rights may be exercised through any designated agent or employee of such Members, as applicable, or their respective Affiliates. The parties agree that any such examination is not intended to duplicate in its entirety the audit conducted by the Independent Auditor. The Company and the Member conducting such examination shall each bear its own cost of involvement in such review or audit.

Reports and Audits a. Distributor Reports Distributor will send to Supplier, in a mutually agreeable format, (i) a stock status report showing the month-end on-hand quantities of products by device type and warehouse location no later than the 2nd working day after the end of each month and (ii) a point of sale report showing product sales for the month by device type, customer, and sale price, for the products and sales covered by the applicable Territory Term Sheet. No more than twice during any year, upon reasonable prior notice, Supplier may (i) conduct a physical inventory count of products in any stocking location (or, in automated facilities, observe cycle counts and related methodology) or (ii) audit such business records, located at Distributor’s corporate headquarters, as pertain solely to the purchase of products hereunder during any such year.

Reports and Audits. (a) Within twenty-five (25) days after the end of each calendar year, until such time as Rangeview notifies Pure Cycle that production of Export Water and/or Non-Export Water has reached 500 acre feet in any calendar year, and thereafter on or before the twenty-fifth (25th) day following the end of each calendar quarter during the term of this Agreement, Pure Cycle shall deliver a report to Rangeview which specifies the quantity of Non-Export Water (including any recharged or stored water pursuant to Section 6.2(a) of the Lease) delivered by Pure Cycle and the amount of such Non-Export Water removed from each aquifer under the L▇▇▇▇ Range in accordance with Exhibit J to the Lease, the exact amount of Gross Revenues or gross tap fee revenues relating to the sale or other disposition of Non-Export Water and a calculation of the royalties paid or payable to the Land Board as a result thereof, the entity to whom the Non-Export Water was delivered and, if applicable, the costs and expenses of Pure Cycle for such period which are components of Net Profits and such other information as may be necessary in order to enable Rangeview to comply with its reporting obligations to the Land Board regarding the accuracy of royalties paid under the Lease. (b) Pure Cycle shall prepare and keep full, complete, and proper books, records and accounts of all Non-Export Water (including any recharged or stored water pursuant to Section 6.2(a) of the Lease) sales or dispositions and, if applicable, expenses of Pure Cycle included in the calculation of Net Profits and shall document such transactions as may be required by law. Said books, records, and accounts of Pure Cycle shall be open at all reasonable times, upon three (3) days prior written notice, to the inspection of Rangeview and its representatives, and upon ten (10) days prior written notice, to the inspection of the Land Board and its representatives, who may, at Rangeview’s or the Land Board’s expense, as applicable, copy or extract all or a portion of said books, records, and accounts for a period of five (5) years after the date such books, records and accounts are made. Rangeview or the Land Board may, upon no less than fourteen (14) days’ prior written notice to Pure Cycle, cause a partial or complete audit to be made at Rangeview’s or the Land Board’s expense, as applicable, by an auditor selected by Rangeview or the Land Board, as applicable, of the entire records and operations of Pure Cycle for a five (5) year ...

Reports and Audits. Upon request, which request may be made as frequently as determined by Summit, Client will promptly submit to Summit a current Account Debtor list, which shall include the name, address, contact person name, phone number and fax number for each active Account Debtor and such other records and reports concerning its Accounts, Inventory, the Collateral, and operations as may be requested by Summit. Client shall, at any reasonable time and from time to time, permit Summit or any representative of Summit to conduct field audits, examine, audit, and make copies of and extracts from the records and books of, and visit and inspect the Collateral, properties and assets of, Client, and to discuss the affairs, finances, and Accounts of Client with any of Client’s officers, directors, and partners and with Client’s independent accountants.

Reports and Audits. (a) Promptly upon request, the Company shall, at the cost and expense of the Company, furnish, or cause to be furnished, to each Member holding in excess of ten percent (10%) of the Common Membership Interests such information relating to the financial condition, operations of the Company or any other aspect of the Company or its business in possession of the Company as any such Member may from time to time reasonably request, excluding access to information that is privileged or that is subject to restrictions of Law on such access. (b) Each Member holding in excess of ten percent (10%) of the Common Membership Interests shall have the right, at all reasonable times and upon reasonable notice during normal business hours, and at its own expense, so long as such access does not unreasonably interfere with the normal operation of the Company, to examine and make copies of or extracts from the books of account of the Company or any other Company record for any purpose reasonably related to such Member’s interest as a Member of the Company, including to satisfy any reporting obligations of such Member under the Exchange Act, and for federal, state, local or foreign income or franchise tax purposes. For so long as the Initial Class A Holders collectively, and/or the Initial Class B Holders collectively, as applicable, hold at least twenty percent (20%) of the Common Membership Interests, such Initial Class A Holders ands/or Initial Class B Holders, as applicable, shall have the right, at all reasonable times and upon reasonable notice during normal business hours and at their own expense, so long as such access does not unreasonably interfere with the normal operation of the Company, to conduct an audit of the accounting, financial, disclosure and internal controls of the Company and its Subsidiaries. Such audit right may be exercised through any designated agent or employee of such Initial Class A Holders and/or Initial Class B Holders, as applicable, or their respective Affiliates. The parties agree that such audit is not intended to duplicate in its entirety the audit conducted by the Independent Auditor. The Company and the Member conducting such review or audit shall each bear its own cost of involvement in such review or audit. (c) Any information provided to any Member pursuant to this Section 4.3 shall be subject to the provisions of Article XIII.