REPORTS; AUDIT. 6.1. Licensee shall maintain complete and accurate records relating to the rights and obligations under this Agreement, which records shall contain sufficient information to permit Playtech to confirm the accuracy of any reports delivered to Playtech and compliance in other respects with this Agreement. Licensee shall retain such records for at least 3 (three) years following the end of the calendar year to which they pertain.
6.2. At the request of Playtech, Licensee shall, within 14 days of receiving written demand to do so, certify to Playtech that its use of the Licensed Products is in accordance with all provisions and restrictions set out in this Agreement.
6.3. Playtech may, at any time during the License Term and for three years thereafter, on reasonable notice to Licensee, inspect and audit Licensee's books, accounting records, facilities or procedures in order to verify that Licensee's use of the Licensed Products is in accordance with this Agreement and that reports and payments have been made in compliance with the provisions of this Agreement.
6.4. Licensee shall promptly bring to the attention of Playtech any information it shall have regarding the improper or wrongful use of the Licensed Products, or Playtech's name, logo or other Intellectual Property Rights, or any information which is or may be material in relation to the support of the Licensed Products or the Online Gaming System.
REPORTS; AUDIT. The Secretary of LED or his designee will designate, and may change from time to time, one or more persons on his staff to act as Contract Monitor for the Project, to act as LED's representative and liaison between LED and the Company, and to monitor the achievement of the Company Objectives.
REPORTS; AUDIT. (a) As soon as practicable but in any event by the fifteenth (15th) day of each month, Service Provider shall prepare and deliver to Investor reports substantially in the form attached hereto as Exhibit B (as amended from time to time upon written agreement of both Investor and Service Provider) with respect to the prior month. Further, the parties acknowledge that during this period, Investor may request minor changes in the reports that shall be performed at no cost to Investor. In addition, Service Provider shall promptly inform in writing Investor of all material developments regarding any Asset with an without waiting for the monthly reports. The forms of the reports specified in Exhibit B may be reasonably amended by the Investor, from time to time and in such event Service Provider shall be entitled to a reasonable time period before it is required to provide reports on such amended forms.
(b) At Investor's request and expense, Service Provider shall cause a firm of independent public accountants reasonably acceptable to Investor to furnish to Investor a statement to the effect that such firm has examined certain documents and records relating to the servicing of the Loans and is of the opinion that, on the basis of such examination, Service Provider's servicing is and has been conducted in compliance with the provisions of this Agreement, except for (i) such exceptions as such firm shall believe to be immaterial and (ii) such other exceptions as shall be set forth in such statement.
(c) Upon Investor's request, Service Provider shall provide for the electronic transfer of all reports required pursuant to subsection (a) of this Section 6.2 and any servicing or other data regarding the Assets as Investor shall request.
REPORTS; AUDIT. (i) Within four (4) days after the end of each such calendar month during the Term, Licensee will prepare and deliver to Licensor a report (the “License Report”) that includes information pertaining to crop yields, manufacturing, distribution, marketing, and wholesale and retail sales, including price and testing results for each order all of the sales data related to the sale of Licensed Products in the Territory and the computation of the Branded Packaging Fees and License Fee (if any). Licensee must certify all License Reports to be true and correct.
(ii) Licensor or its authorized representatives shall have the right at all times during ordinary business hours, and upon no less than forty-eight (48)-hours prior notice, to enter the premises where Licensee’s books and records are kept and to evaluate, copy and audit such books and records. In the event that any such evaluation or audit reveals any understatement of [***] percent or more of Net Sales, Licensee must pay for the audit, and in addition to any other rights Licensor may have, Licensor shall have the right to conduct further periodic audits and evaluations of Licensee’s books and records as Licensor reasonably deems necessary for up to three (3) years thereafter and any further audits and evaluations will be Licensee’s sole expense, including, without limitation, professional fees, travel, and room and board expenses directly related thereto. Furthermore, if Licensee intentionally understate or underreport Net Sales at any time, or if a subsequent audit or evaluation conducted within the three (3) year period reveals any understatement of Net Sales of [***] percent or more, in addition to any other remedies provided for in this Agreement, at law or in equity, Licensor shall have the right to terminate this Agreement immediately. In order to verify the information that Licensee supplies, Licensor has the right to reconstruct Licensee’s sales through the inventory extension method or any other reasonable method of analyzing and reconstructing sales. Licensee agrees to accept any such reconstruction of sales unless Licensee either demonstrates manifest error in the analysis or provides evidence in a form satisfactory to Licensor of its sales within a period of fourteen (14) days from the date of notice of understatement or variance. Licensee shall fully cooperate with Licensor or its agents and representatives in performing these activities.
REPORTS; AUDIT. (i) Within seven (7) business days after the end of each such calendar month during the Term, Licensee shall prepare and deliver to Licensor a preliminary report (the “Fee Report”) that includes all of the sales data related to the sale of Approved Licensor Products to Retailers in the Territory and the computation of the License Fees payable to Licensor. Licensee shall report all Fee Reports to be true and correct within twenty (20) days after the end of each such month .
(ii) Licensor or its authorized representatives shall have the right at all times during ordinary business hours, and upon no less than forty-eight (48)-hours prior notice, to enter the premises where Licensee’s books and records are kept and to evaluate, copy and audit such books and records solely as they relate to this Agreement. If any such evaluation or audit proves an understatement of two percent (2%) or more of the profits payable to Licensor, Licensee shall pay the commercially reasonable cost of the audit. Furthermore, if Licensee intentionally understates or underreports the profits payable to Licensor at any time, in addition to any other remedies provided for in this Agreement, at law or in equity, Licensor shall have the right to terminate this Agreement immediately.
REPORTS; AUDIT. 4.1 Within fourteen (14) calendar days of the end of each calendar quarter, Customer will provide Licensor with a written report stating the number of Subscribers in the Licensor database on the last day of the applicable quarter, as well as any other information reasonably necessary for Licensor to be able to verify Customer’s compliance with this Agreement (“Compliance Report”). The Compliance Report must be signed by Vice President within Customer’s organization. If the Compliance Report shows Customer has exceeded its licensed Capacity limits, Customer will immediately submit an Ordering Document for such additional licenses as are necessary to bring itself back into compliance with this Agreement. Provided that Customer’s Quarterly Reports are accurate and timely, and provided that Customer immediately purchases such added licenses as are necessary to restore compliance with this Agreement, Customer will not be charged for exceeding its Capacity limits during the immediately preceding calendar quarter.
4.2 Licensor may audit Customer's records related to the use of the Software to verify Customer's compliance with this Agreement. Licensor will bear the expense of such audits provided that if Customer is found through such an audit to be out of compliance with its Capacity limits by more than five percent (5%) Customer will reimburse Licensor for the costs of audit. Audits will be conducted during regular business hours at Customer's facilities, will not unreasonably interfere with Customer's business, and require at least two (2) weeks’ prior written notice from Licensor. Audits will be conducted no more than once in any twelve (12) month period.
REPORTS; AUDIT. Company will maintain complete records, contracts and accounts during and for one (1) year after the termination or expiration of this Agreement, regarding the sale of the Products to each End User under this Agreement. Within fifteen (15) days after the close of each month, Company will deliver to Red Hat a report which will provide all information reasonably necessary for computation and/or confirmation of the payments, if any, due or credited to Red Hat for such monthly period. An independent certified public accountant selected by Red Hat (subject to Company's reasonable approval) may, upon reasonable notice and during normal business hours, inspect the records of Company on which such reports are based. If, upon performing such audit, it is determined that Company has underpaid Red Hat by an amount greater than five percent (5%) of the payments due Red Hat in the period being audited, Company will bear all reasonable expenses and costs of such audit in addition to its obligation to make full payment under Section 5.
REPORTS; AUDIT. LAEC must obtain electronic course evaluations from each -------------- trainee, using the evaluation form provided by Lotus, and will provide electronic copies of such completed course evaluations to Lotus upon completion of the course. Additionally, LAEC shall electronically submit to Lotus (i) a "rolling" ninety (90) day training schedule each month and (ii) quarterly reports regarding LAEC's training activity (as further described in the LAEC Program materials). Lotus shall be entitled to conduct unannounced audits of LAEC's training sites. Such audits may include, but will not necessarily be limited to, classes, facilities, location of Lotus Products installation records, competency of the training staff and other matters related to LAEC's obligations under this Agreement.
REPORTS; AUDIT. Licensee and its distributors shall maintain accurate records of End Users, including the name and address of each End User, the specific platforms distributed to each End User, and any further information as Netscape may from time to time reasonably request. Licensee shall report to Netscape within 45 calendar days after the end of each quarter the part number and quantity of Product licenses granted, Licensee's total revenue from the sale of Licensee Products, as well as the total license royalty fees payable to Netscape during such prior quarter for distribution hereunder and internal production use, including zip/postal code and/or country therefor. Such report shall also include a statement of Licensee's revenue derived from the sale of Licensee Products over the previous 4 quarters. All reports to Netscape should not show any quantity less than zero and should show only net quantity reflecting adjustment for returns of any kind to Licensee from its distributors during the same period. Except for returns of the gold master of the Product for repair or replace during the Warranty Period, Licensee has no right to return any Product to Netscape under this Agreement. In addition, Licensee and its distributors shall maintain all other data reasonably required for verification of Licensee's and each distributor's compliance with the terms hereof, including all information reasonably requested by Netscape, and Netscape may conduct up to one audit per year to verify compliance with this Agreement, which shall be conducted at Netscape's expense unless the results establish that inaccuracies in Licensee's reports have resulted in underpayment to Netscape of more than 5% of the amount actually due, in which case Licensee shall pay all amounts due and bear the expense of the audit.
REPORTS; AUDIT. The Institution shall submit technical and financial reports to WHO on the work as required, or at least annually, in accordance with the following provisions:
4.1 Technical reports shall be prepared by the Principal Investigator and forwarded through and countersigned by the authorized official of the Institution or his authorized representative. Each annual report shall summarize the results of the project and give in sufficient detail its positive and negative findings so that the value of the work can be assessed.
4.2 Financial reports shall be forwarded after being jointly certified by the Institution’s chief financial officer and the Principal Investigator, using form WHO 782. The reports must show the use of the funds provided by WHO compared with the original budget expenditure pattern agreed between the Institution and WHO.
4.3 WHO may request a financial and/or operational review or audit of the project and related activities, to be conducted by WHO and/or parties authorized by WHO, and the Institution undertakes to facilitate such review or audit. This review or audit may be carried out at any time during the implementation of the work performed under this Agreement, or within five years of completion of the work hereunder. Similarly, WHO may initiate an investigation into credible allegations of fraud and corruption and other forms of misconduct based on information received in accordance with its respective policies, procedures and rules. In this context, the Such funds may be used only to support investigations where
(a) the rights and welfare of the subjects involved in the research are adequately protected,
(b) freely given informed consent has been obtained,
(c) the balance between risk and potential benefits involved has been assessed and deemed acceptable by a panel of independent experts appointed by the Institution and
(d) any special national requirements have been met.
