Reports; Audits. Except for matters that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) as applicable, the Credit Parties have timely filed or caused to be timely filed, all cost reports and other reports of every kind whatsoever required by law or by written contracts or otherwise to have been filed or made with respect to such Credit Party’s business and operations; (ii) there are no claims, actions or appeals pending (and each Credit Party has not filed any claims or reports which should result in any such claims, actions or appeals) before any commission, board or agency, including, without limitation, any intermediary or carrier, the Provider Reimbursement Review Board or the Administrator of CMS, with respect to cost reports or claims filed by any Credit Party under any Government Reimbursement Program, or any disallowance by any commission, board or agency in connection with any audit of such cost reports or claims; and (iii) no validation review or program integrity review related to any Credit Party, or the consummation of the transactions contemplated in the Credit Documents, have been conducted by any commission, board or agency in connection with any Government Reimbursement Program, and to the actual knowledge of the Responsible Officers of the Borrower, no such reviews are scheduled, pending or threatened against or affecting any Credit Party, any Credit Party’s employees or agents, or the consummation of the transactions contemplated hereby.
Reports; Audits. (a) Until the expiration of the Term as to all Licensed Products in all countries, Fulcrum agrees to make written reports to GSK within [**] after the end of each Calendar Quarter covering sales by Fulcrum, its Affiliates and Sublicensees of any Licensed Product that is subject to Fulcrum’s royalty obligations hereunder on a country-by-country basis during such Calendar Quarter. Each such written report shall provide (a) the Net Sales during such Calendar Quarter, in US dollars, (b) the royalties payable, in US dollars, which accrued hereunder with respect to such Net Sales and (c) the exchange rate used in calculating any of the foregoing. The information contained in each report under this Section 3.5 shall be considered Confidential Information of Fulcrum and its Affiliates.
(b) Fulcrum agrees, upon not less than [**] prior written notice, to permit, and to require its Affiliates and Sublicensees to permit, an independent accounting firm selected by GSK and reasonably acceptable to Fulcrum to examine the books and records relating to any Licensed Product for the purpose of verifying reports provided by Fulcrum under Section 3.5(a). Such audit shall not (i) be performed more frequently than [**] period (unless a previous audit during such [**] period revealed a material discrepancy with respect to such period), or (ii) be repeated for any Calendar Quarter, and shall be conducted for the sole purpose of verifying the accuracy and completeness of all financial, accounting and numerical information and calculations provided under this Agreement. The independent accounting firm shall have the right to make copies of relevant portions of Fulcrum’s books and records; provided that any such copies shall be the Confidential Information of Fulcrum, shall be protected by appropriate confidentiality obligations and shall not be shared with GSK or any other Person. The independent accounting firm will prepare and provide to the Parties a written report stating only whether the reports submitted, and amounts paid hereunder were correct or incorrect, and the amounts of any discrepancies. GSK shall bear the cost of any audit conducted under this Section 3.5(b) unless a discrepancy greater than [**] percent ([**]%) over any Calendar Year is found, in which case Fulcrum shall bear the cost of such audit.
Reports; Audits. Within ninety (90) days following the last day of each calendar year, Company shall provide to Founder a written statement (i) stating (as applicable) the aggregate Net Sales, by country, of each Product sold during the relevant calendar year by Company, its Affiliates and Licensees, and (ii) detailing the calculation of amounts due pursuant to Section 1.2(e) for such calendar year.
Reports; Audits. 13.1 Each quarter & year MCI shall provide Systems Provider a forecast of its total dollar purchases from Systems Provider, including purchases for internal use by MCI and by MCI's customer's. Forecasts shall be submitted to Systems Provider's Relationship Director. Forecasts are non-binding and are for planning purposes only.
13.2 Systems Provider shall submit monthly, a detailed report of all purchases under this Agreement. Report shall include, but will not be limited to, equipment purchased by Product and the associated stocking number, cancellations, Purchase Order number, price invoiced, and delivery date. Report is due to MCI within 15 days of reporting month and shall be in Microsoft Excel format; version 6.0.
Reports; Audits. 25.1 Quarterly accounting statements, in a form as mutually agreed by the Parties, shall be sent by SportsLine to the other Parties reporting in reasonable detail the information required to determine the revenue, expense and profit calculations contemplated by this Agreement on May 15, August 15, November 15 and February 15 of each year.
(a) During the Term and for at least two (2) fiscal years thereafter the Parties shall maintain complete and accurate books of accounting and records in connection with the performance of financial obligations under this Agreement, including without limitation: (i) SportsLine’s actual hosting and production expenses of the NFL Sites (as compared to the budgeted expenses set forth in the Budgets); (ii) records evincing the NFLE Sponsorship Credit Amount referred to in Section 11.13(b); (iii) the calculation of the Emerging Media Rights net profits; (iv) SportsLine’s records relating to advertising insertion orders and related revenues as contemplated in Section 11; and (v) associated invoices and other financial records (including evidence of insertion and serving) related to the foregoing (such documents referred to in (i) through (v) are collectively referred to as “Records”).
(b) During the Term and for two (2) fiscal years thereafter each of the Parties, through their duly authorized representatives (who shall be a firm of certified public accountants of nationally recognized standing) shall have the right during business hours and upon reasonable prior written notice, to inspect and examine the Records for the sole purpose of ensuring compliance with this Agreement, provided, such inspections/examinations shall not occur more than once per fiscal year. Each Party agrees to cooperate reasonably with the auditing Party or such auditor and shall not cause or permit any interference with the Party or its representatives with any such inspection, audit or examination. In lieu of providing access to its Records as described above, a Party shall be entitled to provide another Party with a report from an independent certified public accounting firm of nationally recognized standing confirming the information to be derived from such Records.
(c) The Party being audited shall reimburse the auditing Party for the actual reasonable cost of any inspection, audit or examination which proves a payment of more than three percent (3%) between the amount due to the auditing Party as the result of an inspection, audit or examination and...
Reports; Audits. (a) Within ninety (90) days following the last day of each calendar year, Company shall provide to Founder a written statement (i) stating (as applicable) the aggregate Net Sales, by country, of each Product sold during the relevant calendar year by Company, its Affiliates and Licensees, and (ii) detailing the calculation of amounts due pursuant to Section 1.2(f) for such calendar year.
(b) Company shall keep or cause to be kept such records as are reasonably required to determine the amounts due under this Agreement; such records must be kept for a minimum of three (3) years following the calendar year to which such records pertain. At the request (and expense) of Founder, Company shall permit Founder to engage an independent certified public accounting firm reasonably acceptable to Company, at reasonable times not more than once a year and upon reasonable notice, to examine only those records as may be necessary to determine, with respect to any calendar year ending not more than three (3) years prior to Founder’s request, the correctness or completeness of any payment made under this Agreement. Founder shall promptly provide a copy of the results of any such audit or examination to Company. Founder shall bear the full cost of the performance of any such audit or examination, unless such audit or examination discloses an underpayment exceeding ten percent (10%) of the amount actually due hereunder with respect to any particular calendar year, in which case Company shall bear the reasonable, documented cost of the performance of such audit or examination. Company shall promptly pay to Founder the amount of any underpayment of royalties revealed by such an examination and review. Any overpayment by Company revealed by an examination and review shall be refunded to Company within thirty (30) calendar days of its request.
Reports; Audits. The Parties agree to exchange such reports and/or data as required under this Agreement to facilitate the proper billing of traffic. Upon thirty (30) days’ written notice, any Party may request an audit of the usage reports and any such audit shall be accomplished during normal business hours at the office designated by the Party being audited. Audit requests shall not be submitted more frequently than one (1) time per calendar year. Audits shall be performed by a mutually acceptable independent auditor paid for by the Party requesting the audit. No Party shall have access to the data of the Party subject to the audit, but shall rely upon summary results provided by the independent auditor. Each Party shall maintain reports, records and data relevant to the billing of any Services that are the subject matter of this Agreement for a period not less than twelve (12) months after creation thereof. A request for an audit must be received within one (1) year of receipt of the PLU factor and usage reports provided by the Party to be audited.
Reports; Audits. (a) Network shall submit to Affiliate, within forty-five (45) days of the end of each calendar quarter, a statement reporting for such calendar quarter the following information: (i) Network's Advertising Revenue, (ii) the Affiliate Advertising Share, (iii) Network's Transactional Revenue, and (iv) the Affiliate Transactional Share. If this Agreement terminates on any date other than at the end of a calendar quarter, Network shall supply such statement as of the date of termination, within forty-five (45) days thereafter, and this obligation shall survive the termination of this Agreement until Affiliate receives such statement.
(b) No later than thirty (30) days following each calendar quarter during the Term, Affiliate shall (i) provide Network with a list of all MVPDs then retransmitting the Service in the DMA of each Station; and (ii) use best efforts to obtain and provide to Network a certified report supplied by each such MVPD stating the number of cable television households that receive the Service from such MVPD in the DMA of a Station on average over such quarter.
(c) Affiliate shall submit to Network, within forty-five (45) days of the end of each calendar quarter, affidavits with respect to the Cross-Channel Promotional Spots aired by Affiliate during such calendar quarter, setting forth the date and time each such Cross-Channel Promotional Spot aired on the Primary Feed.
Reports; Audits. RAI shall provide Cliniqa with an inventory report, not later than 10 days after the end of each month, showing the beginning balance of the Inventory, usage of inventory during the month from issued purchase orders and the balance at the end of the month. Cliniqa agrees that it will perform spot inventory checks for certain inventory items identified by Hemagen on a monthly basis. Cliniqa also agrees that Hemagen, at its own expense, may perform a physical inventory audit at the end of each month. Hemagen shall inform Cliniqa no less than five days in advance of performing the audit. Cliniqa shall use its best efforts to aid Hemagen in its audit.
Reports; Audits. Trustor shall furnish Beneficiary with, as soon as available, but in no event later than one hundred (100) days after the end of each fiscal year, Trustor's balance sheet and income statement for the year ended, audited by a certified public accountant, and containing an unqualified opinion of the accountant. All financial reports required to be provided under this Deed of Trust shall be prepared in accordance with generally accepted accounting principles, applied on a consistent basis, and certified by Trustor as being true and correct. In addition, Trustor agrees to provide Beneficiary with copies of all filings submitted to the Securities and Exchange Commission within ten (10) days of filing.